The Spirits of Equestria
by Tidal Spirit of Oceans
Summary: In Equestria there are many different spirits, Celestia and Luna being the sun and moon, Discord being chaos. What are the others? On a night just like any other a mysterious pony appears in the Everfree, and with his arrival bad storms begin to form all over and now Pegasi no longer can fly. Princess Twilight and her friends must help this pony regain his memory to save Equestria.
1. It Cannot Be

Luna couldn't see anything. She was completely shrouded by darkness.

"What is this? What is going on?" The darkness around her faded, she stood in a throne room. It was a throne room she was all too familiar with. But it was not the one in Canterlot.

"NO! I cannot be here, why am I here?!" She shouted, her heart started pounding as she tried to move but with no success. She was completely frozen. She knew what would happen next, and was being forced to watch. Celestia barged into the room at that moment, surrounded by six of her most loyal guards.

"LUNA! WHAT DO YOU THINK YOU ARE DOING? YOU CANNOT RAISE THE MOON WHILE THE SUN IS STILL UP! RAISING IT NOW IS CAUSING TOO MUCH CHAOS AROUND EQUESTRIA!" her voice boomed throughout the huge room. Luna winced slightly at hearing her sister speak to her with such a tone, but then she remembered she wasn't talking to her, she was talking to the other Luna in the room. The other princess of the night walked out from behind her throne. A smug smile on her face, her pupils stretched vertically making her eyes look more feline and disturbing.

"Don't you see sister? Those foolish ponies that we have saved and ruled over for countless years do not appreciate the night I bring to them. They never have! I must make them appreciate me!" She lifted her hooves high and brought them down on her throne, it was obliterated at her touch, pieces of stone and obsidian flying in every direction.

"Soon I will be the only Princess in Equestria, as it always should've been." Her horn started to hum, and the room became very dark.

Celestia narrowed her eyes and her horn lit up with a yellow light. Her guards got closer to Celestia, trying to get as close to the light as possible and avoid the darkness. "I do not want it to be like this Luna, lower the moon and STOP THIS!" Celestia's warning was clear. But her voiced cracked slightly as she held back tears.

The night princess started laughing. At first the laugh of a gentle and beautiful Princess. But slowly the shadow she cast began to surround her. She was completely covered by the darkness and her laughter became harsh. There was an intense red light and all the guards looked away, but Celestia continued looking on in horror. The laughter reached maniacal levels, full of evil and hatred. The darkness cleared and standing before them all was a totally different Luna, a taller version with a jet black coat and a wild purple flowing mane.

"I am no longer Luna. I am now NIGHTMARE MOON!" She lowered her horn and shot a beam of pure blue and black light at Celestia. She flew up to avoid the beam and her horn began to charge with a wicked bright yellow light. Nightmare Moon's magic attack struck her guards and when the light and smoke cleared, three of them lay still in a small crater. The other three were groaning off to the left of their now deceased comrades.

"ENOUGH" Celestia's voice boomed, shattering every glass window in the throne room.

Luna was still frozen in the corner, she was sobbing uncontrollably.

"No stop please! That isn't me! THAT CAN'T BE ME!" She screamed to Celestia. Celestia fully charged her horn, and shot a blast of magic towards Nightmare Moon. As soon as it collided with her the explosion that followed forced Luna to awaken with a jolt.

She was sweating, and had a headache, but was back in Canterlot. Laying on her side atop the Castle's tallest balcony. She sat up confused, laying exactly where she stood when she raised the moon that night. In the corner of the room there was black smoke she did not see. It retreated out of a small crack in the window.

Luna had experienced something like this before. But not for over a thousand years. She stood up and went to the railing of the balcony, and looked over all of Equestria. She saw Ponyville down below the mountain that the castle sat on. There was a bright flash of red out the corner of her eye that got her attention. She looked over towards the massive Everfree forest, where her nightmare had taken place many years ago and spotted a huge black storm cloud spreading over the forest. Red and gold electricity surging in the clouds, the wind around her picked up, blowing her mane towards the storm. She looked behind her while opening and flapping her wings. Her eyes widened and she gasped slightly. Looking back to the storm.

"It cannot be."

The Everfree forest was always an unusual place, with the Timberwolves that howl when the Zap apples grow, the terrible weather above, the mirror pool or even the forests inhabitants. Even the mysterious old castle of Celestia and Luna lay in ruin there. But tonight, things were different, and Zecora was there to see it.

Zecora meditated peacefully in the main room of her small home. She stood on one leg, her other hind leg extended out forward. Her two hooves extended on the left and right of her. Her mind was clear. She began to sing a hymn from her homeland.

There was the sound of thunder rumbling in the sky above her home. Within seconds lightning began to flash different shades of gold, and red lighting up her living area. As the thunder shook her home she opened her eyes. Dropping down to all four hooves she looked out her window and saw two different colored bolts of lightning striking each other. The following explosion was so bright she had to look away. The sky lit up in a flurry of colors. Zecora looked up just in time to see something fall from the sky and land somewhere in the forest nearby.

"The weather of equestria seems to be out of control, Why have no Pegasi stopped the clouds from hanging so low." She said aloud to herself. She was very interested in what fell from the sky however. She wandered into her room to retrieve her hooded cloak, then headed back into the living room.

Making her way past the cauldron that sat in the middle of her house and out her door Zecora headed out into the dark forest to find what fell from the sky. She walking around the small garden of poison joke that outlined her home and following the trail afterwards. The smell of smoke filled the air, the lightning storm had cause fires, but it was going to rain soon, which would put those fires out. She eventually came across unusual skid marks on the ground, following them for a bit she eventually was lead to a fiery crater. It was wide, forcing her to believe what had fallen was nothing more than a rock from space. She was wrong.

There was movement down in the pit that shocked her into silence. There was a stallion in the middle, not a single bruise or cut on his pure white coat. His light blue mane without a strand out of place. He seemed young, around maybe the age of Big Macintosh from the Apple family. One thing about the stallion that confused Zecora was that despite his age, he had no cutie mark. His flank was bare. The mysterious earth pony looked up at the surprised zebra, his eyes looked right into her own. Zecora was old and wise, but this pony? His eyes looked older, much older and wiser than any pair of eyes she ever gazed into. He aimed a hoof towards her and muttered "help" before collapsing. Zecora jumped down into the crater, sliding down the hot rocked before coming to a stop right before him, she then struggled and lifted him onto her back. She slowly climbed out and then began to walk back to her treehouse, to further examine the pony. The white pony on her back was moaning lightly as if he were having a bad dream.

"Do not fret, not yet, soon we'll be at my home and you'll rest till you can stand on your own" she said to him. Though she wasn't sure he could even hear her. She continued to walk through the forest, she could feel the cold touch of rain even through her cloak. Thunder rumbled from the black clouds and there was some red electricity flashing on the inside. Zecora cursed in her native language. A storm was about to start and she knew she had to head to Ponyville immediately. Twilight becoming a princess years ago motived Zecora to inform her of any odd goings on in the forest. A pony crashing into the forest was definitely something she needed to know about.

She opened the door to her home with her front right leg… keeping her balance so she wouldn't drop the white pony. She closed the door with her back leg and carried him to her room gingerly laying him on her bed. She put a wet cloth on his forehead. The rain outside was no torrential. She walked over to her cutting board and chopped a couple of flowers together, and after saying a quick incantation brought a small brew she created over to the pony. She lifted his head up and slowly poured the drink down his throat. Once he finished the whole thing she laid him back down. She headed out of the room ready for the emergency trip to Ponyville. She looked back at the shivering white pony in her bed, and after muttering a quick blessing for him she turned and headed out her door galloping away into the storm.

Thunder caused the white pony to awake with a start, he tried looked around, needing a moment for his eyes to adjust to the darkness of the room he was in, trying to figure out where he was.

"Hello?" he asked out loud. Vaguely remembering the striped creature that pulled him from the hole he awoke in. He groaned slightly, raising a hoof up towards his head feeling the wet towel laid across it. It hurt badly, but otherwise he felt fine. He slowly got up from the bed, it creaked like an old wooden board being stepped on late at night, only making his head hurt a little more. Looking around the small hut he was in, there were various masks, glass vials, unusual books and different flora scattered around, and a big empty cauldron in the middle. He came across a small mirror and looked into it, he saw a white pony, with a - mane… when he looked into the reflection is when he made the connection. He realized he had no idea who he was.

"Helloooo?!" he called out again, a little more desperately. And was again met with no response. He figured the striped one he saw before must've left, but where had she gone now? What did she plan on doing with him? He paced around the hut and contemplated leaving, after a moment of trying to decide he finally went through with it. He opened the door and was instantly blown back by the sheer amount of rain and wind. In a matter of seconds he was completely soaked to the bone, he used all the strength his muscles could muster to firmly shut the door. He shook his whole body, much of the water trapped in his mane, tail and coat was shook free. He started to think there was nothing else for him to do… he was trapped. As he looked around the wooden home, he heard a voice he'll never forget.

_You need to find a way out. _

The white pony jumped, he spun around and scanned the room for the source of the voice. "Who are you? And what do you want with me?"

Silence.

Then he heard pounding… sounding like drums against his skull. He felt pain from inside his head, his vision started to blur, he looked around the room for the place he was laying beforehand. Spotting the bed he started to slowly walk over to it and as soon as he reached the edge of it he collapsed, and allowed the pain to force his eyes shut.

He stood in the middle of the forest he woke up in… it wasn't raining. Looking down at himself he saw that he was transparent, he lifted his hoof up towards his face and looked through it.

"What is this…" he muttered… "I wonder wha-" he was interrupted by lightning flashing overhead. He looked up and gasped, there was a swirling black and grey cloud and a solid white and blue shape moving quickly… the two flew around each other for the moment, then it began.

The black cloud shot out lightning toward the white form, it moved swiftly to avoid the lightning, and responded with some gold lightning of its own. They continued lashing out at one another. The attacks would collide causing explosions of various colors in the sky above. The flashes were intense, seeming to turn the night sky to day. The cracks of lightning so loud and powerful they forced the trees to blow back. Suddenly bursting from the inside of the black cloud was a pony, a Unicorn that now stood atop the black cloud. His horn begin to glow from the base of his head... it was the deepest shade of red on the color spectrum, and there was a hum that radiated from him. The white streak stopped moving, as the speed was reduced it was revealed that the white and gold streak was a Pegasus, who was flying at speeds the white ponies' eyes could not register. He hovered in place flapping his powerful wings and with each flap the wind blew in a different direction. Golden sparks began to form in between every feather. He prepared his own attack… but the unicorn was the first to strike. His eyes glowed red, as red as the early rising sun.

"MIHI AUTEM!" The unicorn roared at the Pegasi, the language he spoke was ancient, something that hadn't been heard by anypony for thousands of years. But the white pony knew what he said.

_"Die now."_

From the horn a brilliant bright red arc of lightning was unleased toward the Pegasi, eyes glowing white, who flapped his wings quickly and aimed both of them at the Unicorn launching his own golden lightning to counter. The two blasts from the ponies collided shattering the sound barrier, a burst of air and pulse of sound washed over the still watching white pony. The entire forest around him danced from the force, the white pony had to close his eyes due to the bright light the two lights made in the sky. The red and gold bursts of electricity kept their forms and battled against each other, the gold light pushed the red back but once the Unicorn realized he was losing he cheated, he used his cloud and began to fly forward. The lightning from his horn grew thicker, sparks exploding over the forest causing various trees to be ignited, small fires like these spread all over the forest in a matter of seconds. The red electricity suddenly broke through the golden, and struck the Pegasi instantly. The light that followed was unusual. The lightning shocked the flying pony, causing him to flash the colors of orange, purple, blue, pink, red, and then magenta. Then in the place of the flying pony was an explosion, a line of smoke trailed downwards from it, a figure landed somewhere in the forest nearby causing a massive boom, the force of it putting out all the fires nearby. The unicorn sat atop his obsidian cloud. He began to laugh victoriously, his horn exploded out red light and more clouds formed above him, a funnel swirled above him. Then with a mighty yell his horn shot a red light into the funnel, and as soon as it hit the cloud spread all over the night sky, blocking out the full moon. Small little cold droplets of rain pecked on the face of the white pony who watched in awe of the Unicorn's power.

"So it is true, he has returned then." A sultry voice echoed all around him, hidden from view due to the darkness of the forest.

He took a small step back, looking all around, he raised a hoof at the darkness in front of him "Reveal yourself, and explain what is happening!" His tone was meant to show bravery, but he felt nothing but fear. A figure appeared before him, she seemed to be born from the shadows themselves.

"Hello again."

She was a tall pony, her entire body was purple, her mane and tail flowed like a river made not from water, but purely from the night sky, complete even with small stars that sparkled as she walked towards him.

_Luna. _

There it was again, that voice he heard, before he had fallen asleep, he looked around searching for where that voice could've come from… but found no other pony around.

"It has been quite some time since I saw you last, thou has not changed… well not completely that is." She spoke to him in a soft matter, as one would speak to a timid animal. The white pony scowled angrily.

Was that what he appeared as? A small timid and weak pony? He may not have had any memory. But he knew he was not weak.

"Are you the one who brought me here? I demand you tell me what's going on! Who, or what is that?" He asked, pointing a hoof at the Unicorn in the sky, horn still glowing, more than likely the source of the now escalating storm.

"A pony with no memory, making demands of a princess? Any other situation would've ended with punishment. But I couldn't hurt you even if I wanted to. Could I Aeolus?"

_You could try. _The voice. That damned voice from before. He was now sure where it came from… he was hearing it inside his mind.

"That up there, αγάπη μου, is the ongoing storm. An enemy we banished a thousand years ago. I always said we should've destroyed him… but my sister sometimes can be foolish, and decided that we imprison him instead."

The Unicorn's cloud raised itself higher into the sky, disappearing into the storm.

"What does any of that have to do with me? Why am I here?" He was confused, and just wanted a straight answer.

"I will see you again soon. For now Aeolus, you must find Twilight Sparkle. She is an Alicorn like myself." She opened her wings, and then tapped her horn. "Her magic will protect you. Tell her to keep you indoors, _he_ thinks you to be dead, and as soon as he finds out you are not, you truly will be."

"Twilight Sparkle… magic…? But I am being held captive, how will I escape? Why should I trust you?" He asked her. She had a look of sadness, a look of regret… a look of failure.

"You once asked me to trust you. And because I was impatient and did not trust you, I paid the price. Do not make the same mistake I made, what does your instincts say about me?"

_I trust you Luna, just not this Twilight Sparkle, I know nothing of her. _The small voice in his mind responded. But only he could hear it.

"I… I don't know. I don't remember a thing." he answered honestly. She nodded her head.

"I understand, when I returned I had a hard time trusting anypony for a while too." She replied to him.

There was ruffling in the bushes to his right, He turned in alarm, stepping in to the shadows to avoid being seen, Luna however, stayed right in the middle of the path. A hooded figure appeared from the bushes. She walked slowly as the rain and wind tugged on her hood, and she had something laying across her back. It was a pony. Eyes shut, not moving. As she passed the white ponies' hiding spot he emerged from it, he looked at Luna, a look of shock on his face.

"That pony on her back, that's me!" He had a look of absolute confusion, which amused Luna. She flashed a tiny smile at him.

"Yes, we are revisiting the past, through your dream. Zecora found and saved you then. I am glad, but now it is time for you to awaken. Soon it will be daytime again, which is when you need to make your move. The events that follow with your disappearance… will put equestria out of balance."

"Aeolus… you keep calling me that… why can't I remember anything? Who are you to me?" He stared intently at her, thinking hard, trying his best to remember something… anything…

She didn't move for a second, she then reached a hoof out and touched his shoulder.

"Wake up now, the time will come again where we will speak. But for now wake up…" her eyes flashed white and he looked into them… becoming lost mystical light. The forest around him started melting away, Luna, the trees, the sky, the ground… it was all gone. When he opened his eyes he floated in darkness, he could see nothing. But he could still hear her voice.

_"Wake up Aeolus. Wake up. __**Now**__."_

He sat up in the bed drenched in sweat. He panted softly, and squinted his eyes slightly till they readjusted to the light again. Outside the small circular window beside his bed he saw it was still nighttime, and the storm had not ceased nor faltered, the only difference he noticed were the two voices in the next room. They whispered out of respect to not awaken him. He started to use his hoof to feel around different parts of the bed. He located the squeakiest parts and did his best to avoid them as he lifted himself up fully and slid off the bed. As his body rubbed against the silk sheets they invited him back to sleep, he was still tired, and the bed was quite comfortable. But he ignored their call and managed to successfully climb out of the bed.

His joints ached, and he had a horrible throbbing in his neck, but otherwise he was still unharmed. _Yet_. The voices in the main living area hadn't hurt him in any way but he didn't want to stick around and risk waiting. He didn't want to give them the chance.

Taking a deep and silent breath he slowly moved up toward the edge of the wall separating the two rooms apart. He carefully looked around the wall, daring not reveal more than just an ear and eye. He saw two other figures in the middle of the room sitting. They had moved the cauldron and now in its place were some pillows where they sat and talked.

"Has he woke up before? How do you know he isn't dangerous Zecora? The Everfree Forest has always been deceitful, he could be a creation of the forest itself!" A purple Unicorn spoke these harsh words, she was talking to the other pony in the room. Some sort of striped earth pony.

"Twilight long have I lived in these woods, living as peacefully as I could. But I have never seen anything quite like him, this pony fell from the sky and lived." The one named Zecora responded in rhyme.

The purple pony, Twilight, huffed out a hard breath of air, she stood up and paced around the room. "I know Zecora I know, but never has an earth pony just fallen out of the sky. Especially causing an impact crater of that magnitude! It doesn't make sense, it started raining so violently right after you saved him! Doesn't that seem somewhat strange to you?"

"No Twilight, The weather does not concern me, not nearly as much as that pony. I will go check to see if he's awoke, maybe then we can get some answers from this bloke. If he shows a sign of doing something tragic, you can simply put him down with your magic." Zecora rose as well and started heading towards the room he was in. it was only about a few feet away so she'd be in the room in a matter of seconds. Aeolus' heart pounded. He didn't know what to do, but the voice in his head commanded him.

_As she gets close rush at her, catch her off guard, and then hit the damned Unicorn as you run for the door. Don't trust either of them. Only Pegasi can be trusted. _

Aeolus shook his head quickly. "Stop talking to me! What are you?!" he whispered sharply.

_Just do as I say, and I'll explain later, NOW GO! _The voice was fierce, and sounded very familiar. Aeolus had no idea why, but he did as it told him. He jumped out from behind the wall and rushed at Zecora, who jumped at his unexpected appearance. He ran around her, as he ran at Twilight he scooped up a metal stirrer that leaned again the wall by the cauldron. Twilight turned with little time to react.

"What in Celestia's na-"

The stirrer smashed against the side of Twilight's head, instantly knocking her out. She collapsed, he leapt over her body as he ran for the door. His hoof wrapped around the handle for the door and he ripped it open, the rain and wind was as strong as before but he forced himself against the weather. Bounding out of the home he ran into the dark forest.

"You know not what you do! We only wish to help you!" Zecora yelled from behind him, but in a matter of seconds her voice was lost in the wind. Aeolus ran forward, continuing deeper into the forest, with no sense of direction or any idea where he was supposed to go. He was soaked and freezing, the wind's chill proving to be more he expected. He soon found himself in front of a cave hidden in the side of a small hill. He ran inside, shaking as much of the water off his body that he could.

_Nice job, the look on that Unicorns face when you hit her. __**PRICELESS**__._ The voice in his head laughed slightly.

"Ok who the buck are you? She didn't deserve that!" He looked out into the forest from the cave entrance, there was so much rain he couldn't even see the path he came from. He realized stupidly afterward that the Unicorn he hit was named Twilight… just like the pony Luna said he needed to find.

"Explain why I can hear you. Your constant talking is gonna drive me mad."

_You don't recognize my voice? Think about how you just spoke, doesn't it all sound familiar? I am YOU Aeolus. He thought he could kill me, but even though our memories are gone, your conscious remains the same._

"That makes no sense." He said flatly. Looking back towards the darkness behind him, he figured he could go deeper into the cave and find a dry place to rest for the night. He continued to talk to… himself…

"So if you're me, what happened?" He asked.

_I don't know. I was flying close to Canterlot when all of a sudden… I was attacked. I can't believe after all this time HE has returned._

Aeolus wasn't paying attention as he fumbled through the darkness of the cave. His eyes helped detect some light, but he was still careless, kicking rocks and talking loudly. As he continued to walk he kicked something very different then a rock. It was a bone. He looked down and found himself surrounded by bones, but to what creature they once belonged to he did not know. He shivered, but foolish dwelled deeper into the cave. Continuing to ask questions to the voice in his head.

"Who is he? That unicorn that flew in the sky? Wait a minute. I was that Pegasus?!" He yelled loudly. He found himself in a lit up room, there was a massive purple sparkling boulder. "Finally some light, I'll sleep here until morning and tomorrow will find a way to apologize to those ponies. But you didn't answer my question… who was that Unicorn? Why did he attack me?" He asked his subconscious. Its reply was not what Aeolus expected.

_Never mind that you idiot! Run! Get out of here now!_

"Why? What's going on?" Aeolus trotted up to the rock, and climbed on top of it, hoping to lay down. But as soon as he was on top he knew something was wrong. The rock had fur.

It shifted, and then slowly began to sit up. Aeolus jumped off and started to back up to the exit of the room. His mouth wide open, however fear took his voice. It was a giant… shiny… bear. As soon as it sat up it searched the room for what awoke it. His giant shining eyes soon found Aeolus. A low growl rumbling in its throat, it rolled over to all four paws and slowly advanced on him.

_An Ursa Minor. RUN!_

Aeolus turned and bolted out of the room. The Ursa roared behind him and took chase. Aeolus was galloping as fast as he could, hoping the bear would give up the chase. The Ursa did not. Aeolus could feel the cave shake around him as the massive creature stomped after him, its roar was deafening. Aeolus soon came to the entrance of the cave, and fled out into the cold rain once again. Thunder rumbled in the sky. Flashes of red lightning were seen overhead. He continued running, not daring to turn around, through the trees. But the Ursa kept up. He could hear bark being obliterated behind him as the bear simply crushed the trees. Aeolus ran until he was at the edge of a cliff. A fifty foot chasm lay before him. On the other side was the silhouette of a large building. He searched for a way to get across, and spotted a bridge far off to his right. He was about to make a break for it, when he heard the loud huffing of the Ursa Minor. It had snuck up on him.

It roared right in Aeolus' face. The smell of flesh was thick, washing over Aeolus and making him gag slightly. The bear slowly advanced, and Aeolus slowly retreated backwards, till his hoof felt the edge of the cliff. He had nowhere else to go.

"COME ON THEN!" Aeolus yelled back in the face of the bear. He knew he was going to die. But he did not wish to die a coward. Not like it'd matter. No one would remember a pony who couldn't even remember himself.

The bear swiped his hoof at Aeolus, who rolled along the edge and dodge the attack barely, but his luck did not last. Immediately afterwards the Ursa swiped with his other paw, which made contact with the white pony. He was thrown off the cliff, and fell into the deep dark crevice in the earth. As he started to fall he looked up at the stormy sky, the dark clouds surging with red electricity. Wishing he had never left Zecora's house. He closed his eyes, waiting to impact with the ground below.

He was stopped abruptly in midair. He opened his eyes and saw himself floating, raising his hooves in front of his face revealed his was completely shrouded with a magenta colored light. The light lifted him up and out of the chasm. Spilling him on the side of the cliff again. Aeolus looked around and saw the Ursa no longer looking for him, but now looking at Twilight.

The purple Unicorn's head hung low, her horn was glowing at its tip, she shouted over the rain, and the roar of the bear itself. "GO HOME, I DON'T WANT TO HURT YOU!" Zecora ran over to Aeolus from out of nowhere, helping him up and trying to pull him back into the forest. "We must flee, come with me. Twilight will be fine alone, her magic will help her when she's on her own." She continued to pull him, but he wouldn't budge. He watched the Unicorn intently.

_She saved you? Why would she do that…?_

Aeolus ignored the voice. The bear raised both of its paws high above Twilight who ran underneath it. As she ran under its legs her horn pulsed out a blast of light, which brought the Ursa to its knees. Red lightning flashed intensely over the fight as soon as she shot her beam. It fell over and roared out in pain. Twilight ran near the edge of the cliff and turned, awaiting the Ursa face her. It struggled to move, but managed to stand up again. It turned and stamped its front paws in anger. It rushed Twilight who begged for it to stop. But it continued its advance. In a flash of purple light she disappeared for a second, reappearing behind the Ursa, then she shot a straight line of light right at its back... The blast threw it forward, and it fell into the chasm, screaming all the way down. The earth shook as it hit the bottom. Afterwards there was no noise. Just the sounds of rain and thunder.

Twilight looked over the edge and saw the Ursa at the bottom. Motionless. Its light slowly faded till it completely went out.

She then turned her head at Aeolus. Lightning flashed as she teleported directly in his face. She had a gash over her right eye from where he hit her with the metal stirrer. Her eyes narrowed on him. He started to apologize.

"Thank you so much, look I'm sor-" but he didn't get to finish. Her horn glowed and then after a flash of magic all he saw was darkness. He only heard one thing before he lost complete consciousness.

_I told you, you can't trust Unicorns. _


	2. Disaster Reaches Ponyville

He heard a soft chirping from outside. He was starting to get feeling all over. He felt the wonderfully soft silk sheets wrapped around his body. Opening his eyes scared him however, when he opened his eyes all he saw was darkness. Was he blind? He sat up slowly and reached his hooves out trying to find something solid.

"You're awake, good. Are you feeling ok?" It was the voice of Twilight, she stood a few feet away from the bed, to be safe in case Aeolus tried to swing at her again.

"I can't see… what happened to me?"

"I used a sleeping spell on you, I didn't want to take the chance you'd try and run away again, you have a bandage over your eyes to protect them from the sunlight. But I think it'll be fine for me to remove it now, you promise you won't hit me again?"

He nodded. There was the sound of movement, and then he felt her hooves on his face, once the bandage was lifted he slowly opened his eyes. Vision was blurry at first but it soon cleared and the purple pony stood beside him, a small bandage covering where he struck her with the stirrer before.

"I'm sorry I hit you… I sorta panicked. But last night… how did you stop that Ursa? Your horn shot out all this light and it just fell!" He had no idea how it was possible such a small pony could defeat such a large monster.

Her horn started it mystical glow once again, there was a soft humming noise and the blanket he lay under matched it in color. It started to float in the air and then was folded neatly and placed on the end of the bed.

"This? Its magic, all Unicorns can do ma—wait. You don't know what magic is?" she asked him, her expression showed much worry. He shook his head, and affirmed her suspicions with his response.

"I have no memory… of anything at all." He looked at his hooves, stained with dirt, mixed with a bit of red. He at first didn't know what it was, but after taking a second realized it was blood.

She scowled at him. "I'm still not happy that you hit me and ran when all me and Zecora wanted to do was help… and I still want to help. But to do so we need to establish now that I will not tolerate you attacking me again… next time you'll go straight to Canterlot where you'll face the other princesses. Understood?" she raised an eyebrow at him, and kept that fierce expression.

He was hesitant at first, but figured if she wanted to hurt him she would've done so by now. He nodded his head. She smiled brightly.

"Good, now for your memory problem? I know a spell that'll fix that. Hold very still, and try and think back as hard as you can, try and focus on anything you can possibly remember about your past." Her horn started glowing once again. He did what he was told and shut his eyes, his mind was blank and he thought as hard as he possibly could to remember something. She leaned her head to his, and when she touched the tip of her horn against his forehead his eyes opened immediately, flashing white. He saw an image… a flashback…

He stood in a small crowd of different ponies. He looked around and spotted somepony nearby he recognized clearly. Himself. His past self was nudged by a purple Unicorn, who muttered something illegible, and pointed a hoof at the two ponies standing in front of the crowd. There was a tall white pony with a light multi-colored flowing mane, she had a very tall horn and magnificent white wings. An Alicorn is what Luna called it. Luna herself was the other, standing at nearly the height of the white pony, with just as big black wings. The white Alicorn was addressing the crowd.

"I am Celestia, and this is my sister Luna. We were given the power to stop Discord and then we saved the four spirits of nature and balance. With their help we have brought harmony back to the land, but this new threat is trying to destroy that. We wish we could've arrived here sooner, but we were delayed… We have very little time before that threat arrives here. All of you need to evacuate the city immediately!" The crowd began to get loud, yelling at the Alicorn sisters.

"YOU CAN'T PROTECT US!" one pony yelled.

"WE DON'T NEED YOU! WE CAN SURVIVE ON OUR OWN JUST FINE!" shouted another.

Luna's eyes glowed, she flew up into the air and her voice tripled in volume. "INSOLENT FOOLS, DO YOU NOT REALIZE WE ARE TRYING OUR BEST TO PROTECT YOU? DO AS YOUR PRINCESSES COMMAND YOU AND **LEAVE!" **at that last word the earth shook, scaring the crowd away, only Aeolus still remained. Celestia cried out over the panic.

"Only pack the essentials, and flee quickly!" she then looked at her sister. "That was a little extreme Luna. We need these ponies to trust and love us, not fear us. You need to learn to control your emotions, or one day that temper will consume you." Her voice was heavy with concern.

"Sometimes sister, fear is the only way to get some ponies to react. Sometimes fear is needed to rule those who are ungrateful." Luna responded harshly. Celestia looked shocked.

"You sound like Sombra."

Luna turned and aggressively moved towards Celestia, but the Aeolus from the past intervened, he opened up his golden tipped wings and placed himself in between the princesses, holding Luna back with one wing, and Celestia with the other.

"Get ahold of yourselves! This isn't the time to fight each other we need to prepare for Typ-" Cracks of lightning interrupted him. The three ponies turned and saw a massive thundercloud, it completely blocked out the sun, and covered the entire sky. Cursing the landscape with an eerie darkness. It quickly surrounded the town, almost like a hurricane, harsh winds began to pick up. Aeolus looked at embodiments of the sun and moon.

"I'll keep him distracted, you two pull yourselves together and prepare the elements." One mighty flap his wings carried him hundreds of feet into the air, he turned his body as he reached a certain height, and with another flap rocketed towards the storm. As he approached the cloud he shot gold lightning from the tips of his wings, only to be deflected away by red lightning. Celestia looked at Luna and nodded her head. Both of their horns began to glow. Celestia's glowed as yellow as the sun, while Luna's was as purple as the night. One by one, six gemstones appeared around them, each a different color. They flew into the sky together and the gemstones followed them.

The storm's wind was blowing incredibly fast, the Alicorn Sister's wings were powerful, keeping them in place even as the winds blew against them. But the city didn't have much luck, All around Aeolus buildings were being torn apart. He saw a mare and a stallion running away as fast as they could but the winds whisked them like they weighed nothing, they both screamed as they were flung high into the air, never to be seen again. Other groups of ponies met similar fates, they hadn't been able to escape in time. Being that it was a flashback he couldn't be harmed… He looked back up and saw his old self still battling the storm, he flew with amazing precision around the lightning. the Alicorn sisters flew up until they were floating directly in front of it. Aeolus flew into the black cloud, and after many powerful claps of thunder, and flashes of lightning emerged with a Unicorn wrapped tightly in his wings.

"CELESTIA, LUNA! FIRE THE ELEMENTS!" His Pegasus version shouted over the powerful winds, a light of many colors began to glow around them both. The elements started to spin slowly, but began increasing their speed until they surrounded the princesses with a rainbow colored shield. After charging up for a moment they fired a rainbow beam towards the Aeolus and the unicorn, right as it was about to strike Aeolus let the Unicorn go, and flew upwards. When the light collided with him there was an intense flash… and then it was over.

Twilight was thrown across the room by a backfire of magic, she slammed into the wall behind her with force that rocked the small home. She rubbed a hoof against her horn, which was glowing red and steaming. "What in the name of Celestia…" She started, but she went silent as soon as she saw Aeolus. His expression was full of shock.

"Hey… are you ok? What did you see? Do you remember anything now?" She asked him. After a little struggle she managed to get herself up, and walked back over to his bed.

He didn't know what to say. So much destruction and death and it all happened around him in an instant.

_Now is not the best time for her to know the truth._

"No… I saw nothing." He lied. She looked him over with a serious face for a moment, she didn't believe him. Her expression changed, she softened up and smiled at him. Finally getting a good look at her in the light he realized he was wrong all this time… she wasn't a Unicorn, but an Alicorn. Her wings were folded at her sides.

"Perhaps it might be a good idea for us to get you some fresh air… Zecora has gone out to gather supplies for her herbs and supplements. Come with me to Ponyville. You can stay with me at the library until we are able to help you get your memory back. Ok?" her offer was sincere. Aeolus waiting a moment for the voice in his head to object, but it didn't. So he accepted her offer.

Twilight left a note for Zecora letting them know they were going to Ponyville. Before he left he found a rag and wiped the blood from his hooves… as soon as he was cleaned he looked to twilight.

"Ok, I'm ready"

They then headed out in the forest. The sun was out and mysteriously enough there wasn't a single cloud in the sky. The smell of rain on the air was still heavy but it was nice. Aeolus was still reluctant to completely trust her though. Staying about two feet behind her in case she decided to do anything tricky.

He felt deep down a dislike for her. Probably no thanks to that voice in his head, who claimed to be all that's last of his former self before losing his memories. Aeolus was determined to get over this mistrust. He felt no reason to hate a pony he didn't even know, especially one that forgave him for his questionable actions so quickly.

"Hey how is your head feeling?" He asked her, remembering that he had only just struck her yesterday.

She turned her head and looked him, then her eyes looked upward and looked at her wound. It was healing quickly and the bandage had been removed. Merely a small cut now.

"It is, it doesn't hurt anymore. You didn't hit me THAT hard." She winked at him. "But I forgive you… um… I guess we should come up with a name to give you till we find out your real one." She suggested, Aeolus felt stupid that he knew his name but hadn't shared it yet. As he was about to he received a warning.

_Don't tell her your name. If she finds out who you are she might discard you. Just like any other Alicorn would._

He ignored the warning completely and told Twilight the truth. "Well actually I do know my name… It's Aeolus."

Twilight stopped in her tracks and turned to face him. "You knew your name the whole time? Why didn't you tell me?"

"Well I didn't really think about while being chased by a giant glowing bear!" When reminded of the Ursa Twilight was instantly saddened. She looked down at the dirt of the trail, and dug a hoof underneath it, she lifted some up and then let it fall again.

"I didn't want to kill it… I wish it had listened." She whispered, but Aeolus heard her clearly. He got a little closer. "But you saved me, and I'm grateful." She looked up at him with tears in her eyes.

"But did he deserve to die… for you?" She said plainly.

He honestly didn't think about that… did anything deserve to die because of him? Who was he anyway? A pony with no memory… Who failed to stop an unknown threat?

_You're important to this world… can't you feel that?_

"Well I sure don't feel that way…" he responded to the voice.

"What did you say? Twilight asked him. He had almost forgot she was talking to him...

"Nothing Twilight. Since we don't know much about me yet… I'd like to know a little about you. She smiled, wiping the tears from her eye. Aeolus trotted up right next to her.

They walked side by side on the trail, hooves crunching on the black gravel, Occasionally Twilight would use a blast of magic to clear out some vines and branches growing on the path they walked on. As they walked Twilight began to talk about Ponyville. She told him that she arrived there a few years ago from Canterlot to learn about friendship and stop an evil mare from casting Equestria, which she had to explain was the country they lived in due to his memory loss, into eternal night. She explained how she met her best friends here and together they found the Elements of Harmony and stopped the mare of darkness. She held the element of magic. The most powerful element. A mare named Applejack represented the element of honesty, Rarity was the element of generosity, Pinkie Pie was the element of laughter, Fluttershy was the element of kindness, and Rainbow Dash was the element of loyalty. Together they defeated other dangers according to Twilight, Discord the spirit of chaos and disharmony, a dark changeling queen named Chrysalis, and an evil unicorn king named Sombra. . Discord... Sombra… those names seemed very familiar to Aeolus, though he couldn't remember where from.

She stopped talking for a moment when she noticed his face, he looked confused. "Hey are you alright?" Twilight asked him

"Yeah… Those names… just sounded kind of familiar is all…" He replied. He urged Twilight to continue, he didn't feel comfortable in the spotlight at the moment. She was a little suspicious at first of his quick subject change, but then shrugged it off and continued.

She gladly told him of the many adventures she and her friends had. Making a sleeping dragon leave Equestria, watching Rainbow Dash do a sonic Rainboom and win the best young flier competition, and ruining the Grand Galloping Gala… she got a sparkle in her eye. It seemed she was very happy going through her memories with him.

She got to the part when she became an alicorn princess… he didn't understand how one can "become" an alicorn. But she apparently misused a spell and switched her friend's cutie marks and changed their destinies. When she fixed everything with an original spell she created Celestia made her a princess. She began to describe a time when she went to an alternate world to stop a pony named Sunset Shimmer… but she didn't talk about it for too long. Then she mentioned something bad happening last year, causing havoc for her and her friends and injuring one of them before it was stopped… They walked for miles, the sun slowly rose higher into the sky till it was midday. Twilight continued talking about different stories and adventures as they trekked along.

Aeolus wanted to ask what exactly a cutie mark was, but didn't feel it right to interrupt her. He'd find the time later to ask.

The forest finally ended and the ponies were greeted by some beautiful rolling hills nearby, littered with trees, bright red apples growing all over them. Seeing the apples made Aeolus' stomach growl.

"What the buck… was that noise?" He looked at Twilight but she wasn't paying attention, she looked towards a cottage in the distance, father along near the edge of the forest.

_It means you're hungry you dodo._

"OH! Look now you seem to remember _something_. Thanks a lot."

_I can't remember much about the past, but I can remember when it's time to eat. Idiot._

Aeolus was about to continue his argument with himself, when Twilight turned and spoke.

"That over there is Fluttershy's cottage. She isn't there right now I believe she's hanging out with Rainbow Dash and Gray Storm today in Cloudsdale." She explained, noticing Aeolus rub his stomach with a hoof while staring at one of the apple trees.

"Hey Aeolus, you should just knock down some apples, I'm sure Applejack won't mind" she said to him.

Aeolus trotted up to the nearest tree and stood up on his hind legs, leaning against the tree for support, trying desperately to reach an apple "I'm so close…. I can barely reach it!" He strained.

Twilight giggled "no, like this" he dropped down to all fours and stepped aside for her, she turned around and using her back legs kicked near the base of the tree. Moments later five or so apples fell down from the tree and landed on the ground near Aeolus' feet. He scooped one up with his hoof and offered it to Twilight, which she gratefully took and thanked him. She took a big bite out of it. Aeolus then picked one up for himself and munched on it, he wasn't sure how he knew, but he was pretty sure he had never eaten an apple before. And it was delicious! Juicy, yet crunchy, as he swallowed his first bite his taste buds exploded with happiness. He shivered with delight due to how great it tasted.

_Oh mother… it's an apple, stop getting all excited. You're drooling. _

Aeolus wiped the drool from his face, chuckling with embarrassment. Twilight looked at him and laughed, then her eyes wandered… she glanced at his flank and instantly felt embarrassed doing so. She debated asking about him not having a cutie mark, but then decided against it. They just sat there quietly and took in the beautiful landscape. The forest while being dark and scary at night, looked very impressive during the day. Fluttershy's cottage in the distance had a lot of various types of animals running around it. Aeolus looked towards the hills and saw there were apple trees everywhere! Going on for what seemed like forever. He squinted and discovered the strangest thing.

When he squinted his vision instantly zoomed in, like he was looking through a very powerful telescope. He noticed way off in the distance was a few brightly colored buildings. He squinted even harder and past that a little further was a small town. He saw ponies walking in the streets, a small orange Pegasus was on a little metal device, pulling a wagon with two other ponies sitting in it. He pointed in that direction and asked Twilight if that was Ponyville.

"What?" she looked where he pointed and saw nothing but the rolling hills of Sweet Apple Acres. In that direction was Ponyville… she wondered how it was possible that he could see that far. She stood up. "Aeolus, how did you…" the sound of barking in the distance pulled her attention elsewhere.

Out of a nearby bush a brown dog with a white neck and underbelly jumped out, wagging her tail excitedly. She ran over to Twilight and jumped up, licking her muzzle.

"Oh hi Winona! What are you doing out here? Are you with Applejack?" she asked the dog, who just barked towards the bush. As if on cue an orange mare with a blond mane and tail tied near the ends and a brown hat on her head stepped out from behind the bush, she tripped on a rock small rock she didn't notice, causing her hat to cover her eyes slightly.

"Winona! Didya fin-" she pushed her hat upright and saw her dog, Twilight and Aeolus all standing together. "Twilight! Thank goodness I found ya!" she had an unusual accent to Aeolus. Applejack trotted over and gave him an interesting look, seeming to size him up for a second and then continued to talk to Twilight, she sounded very upset. "Ya have to come to Ponyville quick! There's something goin' on with the Pegasi! None of them can fly anymore!"

"Wait what?" Twilight asked. "Come on Applejack what do you mean they can't fly?"

"No Pegasi are able to fly Twi! Have you tried flying today? See if you can, then come on! Something's going on and the mayor called for an emergency meeting! She wants to see ya immediately!" Applejack added. Twilight ignored her for a moment opened her wings, trying to take flight, but she didn't move upwards at all. She leaned forward and dipped low, ran for a few seconds, jumped, flapped her wings fast, and simply fell to the ground.

"How can this be possible?! Applejack this isn't possible!" she started panicking. She groaned and took off Galloping towards Ponyville without the others. Aeolus and Applejack looked at each other and nodded, both understanding there wasn't time for introductions yet, they both with Winona staying behind, chased after Twilight towards Ponyville. Applejack had hoped Twilight had known what was going on, and why Pegasi were unable to fly anymore. A hope that now faded.

As they ran Aeolus started thinking about his dream from the night before…_the events that will follow with your disappearance will put Equestria out of balance_… That's what Luna said. He couldn't help but think somehow he was involved with the Pegasus' flight problem. He pushed the thought aside, and continued running. Soon Ponyville came into view, the town was fairly larger then Aeolus expected. But he didn't have any time to admire it as they caught up to Twilight, who stopped on a hill overlooking the town, the three ponies took a second to catch their breath and then Twilight took off towards the bottom. There was a huge crowd gathering around a tall building towards the middle of Ponyville, everything seemed fine and organized until out of nowhere in the middle of that crowd, there was a small pink explosion.

"What in the wide world of Equestria is goin' on here?!" Applejack shouted out loud as they ran from the bottom of the hill towards the crowd. There was pink dust covering dozens of ponies, and none of them looked happy about it. There was also a fading pink mushroom cloud in the middle. Applejack pushed her way through the crowd, Aeolus followed close behind "pardon me, 'scuse me, comin' through" she muttered as they made our way to the center. They got to the middle and found Twilight standing next to an extremely pink pony, the back of her mane was very fluffy as was her tail… the front of her mane and face were completely covered in soot. Her mane flew back in many different directions.

"Pinkie! What are you doing?" Twilight asked. The way she asked sounded like she had already asked it a million times and was used to it by now.

"Well since pegasus can't fly anymore I thought the only way to cheer them up was with a party, but no one came to my party they all came to Mayor Mare's party out here instead, SOOOOOOOOOOOOOOOOOOOO I thought if I brought my party cannon and shot it all over Ponyville then the WHOLE town could be decorated for the party, Improv said it wouldn't work but I said it would and he said it wouldn't so I decided to prove it, so I loaded my cannon will all the party stuff I own and when I fired it BOOM! It kinda blew up." Pinkie shook her head quickly and all the black soot fell off, her mane instantly went back to what Aeolus assumed was normal. "I bet it looked funny huh Twilight, did it make you laugh? Or at least feel a little better?" she continued to ramble. All the pinkified ponies nearby were trying to dust each other off, and were grumbling angrily since nothing seemed to be working. Applejack walked over, getting onto Pinkie for being over the top, Pinkie began to argue back happily.

Aeolus looked around ignoring the argument taking place between Pinkie, Twilight, and Applejack. He started taking in Ponyville. Many of the buildings seemed pretty simple, mostly two stories, all with hay roofs. There was a shop of some sort with a sofa and a quill sign that confused him, a couple restaurants with tables outside, a small area with little kiosks set up, various foods displayed on the signs of each one, there was a huge tree not far off with many windows and a big telescope coming out of one window, off to the left a ways was a tall purple and white building, designed to look like a Carousel. He assumed that was Rarity's dress shop that Twilight mentioned earlier. There was a fountain on the other side of Town Square, and Aeolus could swear he heard some type of machine in the distance, he thought it was a train but he wasn't sure.

_This town seems familiar… We've been here before._

At that point there was a massive gasp from Pinkie Pie, Aeolus turned towards where she was before and found her missing. He shrugged and turned back around only to find her standing incredibly close, her eyes practically touching his.

"Oh my goodness! Are you new here? You must be new because I've never seen you, and I've seen everypony in Ponyville! I've even seen a lot of ponies who DON'T live in Ponyville too, they live in Canterlot, or the Crystal Empire! (She gasped again) OOOOOOO I have an idea I should take you to those places and you can meet all my friends there and then YOULL have a lot of friends too and then you won't be friendless and you'll be happy and it'll be all thanks to me!" she smiled very proudly then began to hop around him laughing, she snorted slightly while she laughed.

_The ponies in this town, ARE CRAZY. _

Aeolus took a huge step back, not sure what to think of the really hyper pony. He kind gave her an odd look and as he started to open his mouth to reply Twilight sharply cut him off.

"Pinkie this is Aeolus, but we'll have more time for all this later, what's going on? Why has the mayor gathered everypony here?" Twilight asked getting annoyed.

"I'll tell you what's going on" a slightly raspy voice shouted from behind them, the four ponies turned around and saw the crowd letting two Pegasi through, a cyan blue one with a rainbow colored mane and tail, and a bright yellow one with a long pink mane and tail. "Pegasus can't fly anymore! Twilight why is this happening?" the blue pony asked sounding pretty upset.

_Finally some Pegasi, now things can start making sense around here._

"Rainbow Dash! Thank goodness, I was worried you, Fluttershy, and Storm would've gotten trapped up on Cloudsdale." Twilight breathed a sigh of relief.

"We didn't even get a chance to go, when I woke up I nearly killed myself trying to get down from my house, when we realized we couldn't fly me and Storm had to jump off my balcony using part of the walls to land safely on the ground!" Rainbow explained, she making herself upset now. "Then I find out that no Pegasi can fly anymore?! What's going on? Is it Discord again? He didn't take our wings but maybe he took the air? No cause then we couldn't breathe… I don't know! All I know is we can't fly and that's basically a Pegasus' life! Not to mention that since the weather team is grounded soon the weather will be completely out of control!" Rainbow was now yelling, now everypony in the crowd was looking in her direction. Some looked nervous as if they were realizing what Rainbow Dash was saying to be true. The ponies were pretty quiet, they all muttered softly to each other.

_I know what you're about to ask, please don't, I have a feeling it won't end well. _

But Aeolus couldn't hold back the need to ask, he was just so damn curious "How could weather be affected because you can't fly?"

Just about everypony heard him. Many chuckles came up from different parts of the crowd at… he was confused, he didn't understand. Then a random voice from the crowd shouted

"Why doesn't he have a cutie mark?" ponies began to lose it at that point, many laughing and now pointing, there were those in the crowd that didn't laugh, whether cause they didn't care, or because it was rude couldn't be told for sure.

Twilight's horn began to glow, she shot a light out above the crowd that exploded and silenced everypony. She calmly looked over at Aeolus "The Pegasi of Equestria help keep the weather in balance. With them not being able to fly the weather will soon start to do its own thing… kinda like that storm from over the Everfree last night. It wasn't supposed to rain but it unexpectedly did." She knew he didn't have any memory… but she had to focus on that later. She need to head up to the stage and find the mayor. Finding out what is wrong with herself and the other Pegasi was top priority right now. She started to walk to the stage at the front of the crowd, the ponies parted for her creating a path.

Aeolus stupidly decided it was time to ask her THAT question.

"Twilight, what's a cutie mark?"

Some ponies snickered… Twilight's friends didn't however.

"Don't none of ya'll need to laugh at him, we have bigger problems right now." Applejack spoke up to his defense. The sun overhead was shining in and out, being slightly blocked out by some clouds, the dark grey color of them suggested rain could be possible soon.

A tan pony with a grey mane came out from town hall and onto the stage to meet with Twilight. She raised a hoof to get the attention of the ponies. As they all went silent the tan pony looked towards Twilight

"Princess Twilight, thank goodness you're here, I'm hoping you and the other princesses have found out what has happened to the Pegasi of Equestria and have already created plan to fix it?" she asked with confidence. The entire crowd's spirits seemed lifted. Thunder rumbled overhead.

Aeolus' heart dropped… _PRINCESS Twilight?_ His mind played the terrible image of him rotting in a dungeon for the rest of his life for assaulting a princess.

_Well I told you NOT to hit her with that stirrer!_

"Would you please shut up!" he said to the voice in his head. He looked back up to listen to Twilight's answer to the Mayor.

Twilight replied with a low voice: "I have not been able to speak with the princesses yet, I only just found out of this crisis, I need to talk with Spike and have him send a letter to Celestia immediately to see if she's learned anything. I can't fly either, that leaves me to assume that both Celestia and Luna can't… but I will find out an answer soon enough.

A pony from the crowd yelled at Twilight. "I think this is some kind of disease you and the other Pegasi are spreading, you should all be quarantined!"

Rainbow Dash was outraged. "EXCUSE ME?! How is this our fault? HOW DARE YOU BLAME US!" all of the other Pegasi in the crowd began to yell out their own input. The earth pony who spoke out shrunk into the crowd, realizing that his suggestion was about to get him killed. Some other ponies in the group roared in agreement with him however.

"LOCK THE PEGASI UP!" Yelled one

"TIE UP THEIR WINGS SO THEY CANT SPREAD IT!" shouted another.

In a matter of seconds the crowd was split in half. Half were Pegasi and ponies who were on their side, and the other half were ponies believing they needed to be locked up. The two crowds were getting pretty hostile.

"PLEASE EVERYPONY CALM DOWN!" The mayor tried to diffuse the situation, but she had no luck. Aeolus and the few other of Twilight friends stood with him in the center between to two groups. Twilight's eyes glowed white, and her voice multiplied. Just as Luna's did in Aeolus' flashback.

"ENOUGH!"

As her voiced washed over the crowd, red lightning began to flash brightly in the air. The clouds were getting thicker, now the sun was almost completely blocked out. Everypony got quiet. Looking shamelessly at the ground. Twilight's eyes lost their glow, and her voice returned to normal.

"I am ashamed in all you ponies, this town is one of absolute diversity. All the different types of ponies are allowed to live here. To see you all fighting like this means I'm not doing my duty as princess correctly. I WILL figure out what has happened. As soon as I have an answer for you all I will call another town meeting. For now, this meeting is adjourned." She quickly trotted off stage, and pushed her way through the crowd back to her friends.

_A town where all ponies co-exist… I do remember this town. _

The yellow Pegasus slowly approached Twilight as she got closer, she spoke words of confidence to Twilight. Her voice soft and sweet.

"Don't worry Twilight, we know you'll be able to figure this out. We believe in you" she said with a reassuring smile.

Rainbow Dash, Applejack, and Pinkie Pie all got closer, agreeing with her.

"Yeah Twilight, Fluttershy is right! You've never steered us wrong or let us down. We got your back" Rainbow added with a nod.

"Ya'll will take care of Ponyville like ya have in the past" Applejack said.

"We love you Twilight!" Pinkie Pie yelled grabbing all of them except Aeolus and wrapping them in an extremely tight embrace.

Aeolus looked at the group of friends curiously… he wondered if somewhere he had friends just like these, searching for him. The thought depressed him. He didn't need his memory… he felt in his heart… that he had no friends.

_You don't need them. All they do is stab you in the back eventually._

Lightning flashed brightly above Ponyville. The entire town turned red for a moment, a couple ponies screamed at the sudden light. Thunder slowly followed, shaking every building for miles. All the ponies hanging around town square ran home, the wind picked up, and began howling. Twilight needed no time to react, they needed to get indoors, and her house was the safest with its magic lightning rod sitting at the top.

"Everypony come to my house!" Twilight shouted. They all nodded without hesitation and ran alongside Twilight. Aeolus wasn't paying too much attention and as soon as he saw them run away he bolted after them too. They quickly ran until they were directly in front of a massive treehouse, the sign outside said "Golden Oaks Library"

"Whoa…" Aeolus whispered as he came up behind them

Twilight used her magic to open the door and the six ponies ran inside the well-lit library. They all shook the water out of their manes, tails, and coats. Aeolus looked around the library pretty amazed. There were so many books! A lot of them were scattered, some on the shelves, some on the tables, most of them were on the floor though.

He noticed two others already in the library, a beautiful white pony with a curly purple mane and tail, and a small purple and green dragon. They both ran up to the others and greeted and hugged each other. The dragon looked at Aeolus puzzled.

"Uh who is that?" he asked pointing a claw at him

"Yeah Twilight, you and Applejack just kinda appeared with this guy. What gives?" Rainbow dash questioned

Twilight sighed. She went over everything, minus her killing the Ursa, she knew Fluttershy would be devastated to hear that…

"There is something special about this pony, but what it is I don't know quite yet." She finished. All the ponies in the room looked at him, making him blush.

"Aeolus? That's a cool name! My name is Spike! I was wond-" the dragon didn't get to finish, Twilight dragged spike off to a corner of the library out of ear shot. He pulled out a scroll, wrote on it for a bit, then he blew fire on it. But instead of it burning up the scroll turned into green dust and flew out the window into the rain. Magic, still not a sensitive subject for Aeolus, was quite amazing.

Each pony took a moment to introduce themselves properly, Pinkie gave him a huge hug.

"Oooo yay! Welcome to the family, I can't wait for us to have parties and eat cakes and ice cream and drink lots and lots of sarsaparilla AND THEEEEEN we'll do it all over again!

"Pinkie darling while Aeolus seems like a very nice pony we know very little about him… But I would like to help him learn more about his past if we can." The white mare responded.

"Well I can already tell he's a perfect apple bucker, he pretty fit!" Applejack punched him on the shoulder, her hoof felt like iron.

"Forget Apple bucking, we need to have a hoof race sometime! Since I can't fly…" Rainbow Dash open her wings and flapped them sadly. Twilight couldn't stand to see her get so sad and so quickly… she thought of a way to maybe cheer her up.

"Hey Rainbow where is Gray? I just realized he wasn't with you earlier, is he gonna be ok during this storm?" Twilight asked

"He mentioned going to see if Improv had any good levitation spells like he used in that last play he was in… if anything I'm sure he'll stay the night at Improv's place. No worries he'll be fine, and remember call him Storm, he doesn't like being called Gray" Rainbow teased with a smile.

"Yeah Improv has really fun sleepovers! The last one he threw a bunch of really famous actors from all over equestria came! And it was funna-fun-fun!" Pinkie chimed in excitedly bouncing all over the library.

Twilight looked outside, noticed the clouds color getting darker. "Well everypony it looks like you guys are gonna be stuck here for the night… since its late we can have a little fun tonight, when we get Celestia's reply to the letter I sent her we can start searching for answers… and also work towards finding out more about you Aeolus! Hold on everypony I'll be right back!" she happily bounded up the stairs.

"Oh no…" Rarity gasped.

Aeolus looked at her confused "what?"

"I would say we should leave quickly, but considering how terrible that storm outside is, and more importantly how upset Twilight must feel after today I say we all just deal with it." Rarity said. Applejack sighed, then nodded in agreement.

"Deal with what? Rarity your being more random then Pinkie Pie" Rainbow asked annoyed, at that moment Pinkie bounced over to Aeolus, reached behind his ear and pulled a bit from out of nowhere.

"Look I can do magic too!" she shouted, then fell over laughing.

Everypony couldn't help but laugh, Pinkie was for sure a random pony, but Aeolus didn't mind a little fun. Actually for the first time since he woke up yesterday… he felt like he was happy and enjoying himself. Then Twilight came down the stairs and ruined that for him.

Twilight reappeared at the bottom of the stairs with a book… Aeolus saw the title and his eyes widened, now realizing what Rarity meant by "dealing with it".

The book was titled "'_Slumber 101: All You've Ever Wanted to Know about Slumber Parties but Were Afraid to Ask_'"

Twilight beamed and simply said "SLEEPOVER!"

Applejack whispered under her breath and only Aeolus was able to hear her "It's goin' be a long night."

The night didn't turn out as bad as they all thought, Twilight had gone over the book thoroughly, calling it her own personal reference guide. Since they weren't fighting like they were last time, (according to Rarity) the night went off without a hitch. The girls invited Aeolus to hang out with them in Twilight's room but as soon as he saw the mud face masks Rarity was putting on the ponies, he decided to hang out downstairs and explore the library. Spike offered to come hang out with him.

"So Aeolus you have no memory huh… I guess I kind of understand. I have no idea who my parents were, or where they might be now." Spike grabbed a random book and pretended to read it. But truthfully thinking about his biological parents always made him sad. He had a tear stream down his face, which he wiped away with his claw quickly.

Spike always had a problem with his friends all thinking he was weak and helpless… he didn't want Aeolus' first impression of him to be the same way.

"But who cares right? I mean I can't complain about the freedom I get… ha! Having parents would probably be lame anyway." He said deepening his voice slightly. He tried to sound as cool as possible. But Aeolus' response only made him feel bad.

"Honestly Spike. I'd love to have a parent right now to help me piece my past back together…" Aeolus responded truthfully.

Spike dropped the book with a blank face.

"I didn't mean it like that… sorry Aeolus…"

"It's alright."

The awkwardness in the room was intense. Aeolus decided to try and break the silence with what he hoped wasn't a stupid question.

"Hey spike, what kind of pony are you?"

Spike looked at him for a second… to see if he was serious, when he saw that he was he busted out laughing.

"I'm not a pony! I'm a ferocious dragon!" he tried to blow fire, but merely let out a wisp of green flame.

Aeolus smiled at the small creature. "Well I'll make sure to never cross with you!"

"You be sure that you don't!" he joked.

They shared a quick laugh. Spike had only known Aeolus for a moment but was already considering him a friend. "Thanks for letting me hang out with you, I kinda get tired being around mares all the time… no one really listens to me…" he looked at Aeolus who smiled at him for a moment. Spike then decided to show Aeolus a couple of his favorite books. "Hey I know you can't remember anything but you had to have read the sleeping dragon once"

"I've no idea, I don't even remember seeing books before." Aeolus responded.

Spike began to explain to him how to read. Such a simple and easy concept, Aeolus picked up on it quickly, soon blazing through books like nothing. Spike eventually passed out on a book, his droll puddled on the page. Aeolus thought the dragon was nice, he hung out with him even though he had no reason to. He saw a blanket on the stairs and layed it out over the dragon. Who snored loudly, muttering random things about Rarity?

Aeolus continued to look around at all the different books… there were encyclopedias, fiction novels, historical accounts, just about everything you could think of! Aeolus read tons of books throughout the night, he really enjoyed reading. He read about many different things, but one thing he was curious and read about was cutie marks, the concept that finding out what made you special and unique, and then it becoming an image that imprinted on you to have forever. He wondered if he would ever get one himself.

_I can't remember what ours was… but I'm certain we had one Aeolus._

There would be random outbursts of giggling from upstairs, loud explosions of confetti and other musical instruments randomly going off. Then he heard the unmistakable sound that was Pinkie Pie's voice yell "DARE!" they were playing truth or dare. Aeolus was kind of glad he had some time to himself to think and read. Even the annoying voice inside his head didn't bother him all that much. Aeolus was too absorbed in the different books he was reading to pay much attention to anything else.

Hours passed.

Late into the night he was halfway through a Daring Do book, when Twilight came downstairs.

"Hey Aeolus, the girls have all mostly fallen asleep, all that's left is Pinkie and me, since they took my extra bed I have a sleeping bag for you, you're more than welcome to come upstairs." She said smiling.

"That's ok Twilight thank you… I think I'll stay down here and read some more." Aeolus replied

Twilight nodded and left the sleeping bag for him, she picked Spike up with her magic and carried him upstairs, as they were leaving Aeolus could hear spike talk about Rarity some more which caused Twilight to giggle. Aeolus was alone again and continued to read.

The storm outside got worse as the night went on, red lightning lit up the main area of the library, the thunder shook some books off the shelves. Aeolus looked out the window and looked up into the clouds. He searched for the dark Unicorn, but saw nothing. An intense flash of lightning made Aeolus back away from the window… and got back to reading.

Dozing off halfway into the 4th Daring Do book, he found himself standing near train tracks, it rained all around him. He figured it was the same storm as the one he had fallen asleep too. Luna stood beside him.

"It seems Disaster has reached Ponyville now." She said aloud.

"What do you mean Luna?"

She simply pointed a hoof down a dark path. A single bright light slowly formed from the darkness. Getting brighter as it got closer. A huge metal machine came fully into view, it roared down the tracks. It started getting closer, the storms lightning above intensified.

"This train was coming to Canterlot. It started its journey in the Crystal Empire, and now its journey ends here." Luna closed her eyes. Aeolus was about to question her, but then the entire forest was brightened by a red light. He looked up and saw a massive ball of electricity charge up, it hummed loudly, then with a pulse of magic shot down and struck the front of the train. Its engine car exploded instantly, massive chunks of metal and wood flying in every direction.

The engine car was gone completely, the other cars were derailed due to the forced of the explosion, metal screeched as the wheels freed themselves from the tracks, a few turned over on their sides, others rolled to a stop in the mud. There were twelve cars remaining.

Aeolus ran towards the cars, the one closest to him was on its side. As he got closer he could hear screams inside, he could hear the crying of fillies.

Lightning boomed behind him, striking the first car that was behind the engine, making it explode.

11 cars left.

"Don't worry I'm gonna get you guys out!" he yelled at the ponies in the car next to him. He searched all around the train cart for an opening, soon coming across exactly what he looked for. There was a small part of the metal roof that had a glass opening, he raised his hooves and brought them down on the glass… only for his hooves to pass through it.

"What?! NO!" He attempted to break the glass again, only to pass right through it again. Another flash of lightning. Another train car gone.

"LUNA! HELP ME!" He yelled back to the tall Alicorn who still had her eyes closed, standing in the same place as before. He wondered why she just stood there. Why she wouldn't help him. The various voices cried out for help. The young ones continued to cry, he could hear parents shushing them, telling them they will be safe. _Lying to them. _Aeolus heard the voice of a stallion, praying to Luna herself.

"Please Luna, I have always prayed to you, get me out of this and I'll never cheat on my mare again! Please Luna Ple-"

Lightning flew down and stuck the car Aeolus stood in front of, he took the explosion right in his face, but since he was dreaming it didn't hurt him. The blaze consumed all the ponies inside. When the smoke cleared there was nothing but fire, and twisted metal. Aeolus turned and rushed at Luna.

"HOW COULD YOU JUST STAND THERE?! HOW CAN YOU STAND THERE AND DO NOTHING WHILE THOSE PONIES IN THAT CAR BEGGED YOU FOR HELP?!" He yelled up to her face. He was a tall stallion, but not as tall as the princess of the night. She looked down at him with a cold stare.

"They are all dead. All of them but two. This has already happened Aeolus. These ponies are all dead." She looked back up at the flaming wreckage of the cars, more lightning came down. Blowing up more train cars.

"All but two? Which two?" he asked her. The final car is what answered his question. From out of the caboose wood and glass broke open from the inside, a pony clad in golden armor jumped out, followed by another. As they were about to flee the train a final bolt of lightning came down and obliterated their car. The blast sent the two ponies flying several feet. They both cried out in pain, they surely were burned by the explosion, but the golden armored pony helped the other pony, who Aeolus could not see, onto his back, he limped away from the train wreckage into the Everfree.

"This is what you meant isn't it? This is what you meant about my disappearance putting Equestria out of balance? All this death is because of me?!

She looked down at him and sighed. "And all the death that will soon follow." You need to remember Aeolus. Only then when you be able to fly again. Only then can he be defeated… I cannot help you. As much as I desperately want to…" She looked up and let the rain hit her directly on her muzzle. Then she disappeared completely. The world around Aeolus melted away once again, and he fell into the darkness, he jumped awake, scrambling to get up, he galloped across the room to the stairs and clumsily climbed them.

"Twilight! Twilight wake up!"

There was a desperate banging on the door of the library.

Somepony groaned loudly, and then there was a thump on the floor, like somepony fell out of their bed. Aeolus ran back down the stairs and rushed to the door. He opened it and wind nearly blew him down, he could barely see the ponies stumble into the library, falling down from exhaustion and the cold. Aeolus forced the door closed and was then able to get a good look at the two new ponies in the library… they were both in bad shape.

It was a stallion and a mare. The stallion was the same as the one he saw by the train, he wore golden armor, etched into the shoulder pads was a heart, with a spire rising behind it. His armor must've gleamed impressively before, but now it was caked in blood and mud. He was a Pegasus with a badly torn wing, many feathers were missing and it had cuts that bled all over. He struggled to breathe. The mare was an alicorn like Twilight, with a pink coat and a light colored pink, purple, and cream mane and tail, she had less injuries than the stallion other than her horn being badly burnt at its tip and light burns on her coat. She had a small gash on one leg that was bleeding slightly. Her cutie mark was a crystal heart, with some sort of gold branch on either side. There was a flash of light behind him, Twilight appeared at the bottom of the stairs in a burst of magic

.

"What is going on down here? Who-" she stopped talking. Taking notice of the two ponies laying in her doorway. "oh my goodness Cadence?" Twilight looked at Aeolus for explanation, he simply shrugged. Cadence opened her eyes for a moment, looked at Twilight, she tried to speak, only able to get one word out: "Typhoon" she lost every little bit of energy, and fell back into her coma. The stallion coughed harshly. His every breath was a wheeze. Twilight teleported to Aeolus' side

"Flash Sentry? Oh my goodness what happened! Flash look at me!" she leaned over him and lifted his head towards her own. He opened his eyes, they widened when she saw him. He tried to say her name… but it came out as a groan. He stopped breathing, eyes slowing shutting. She dropped his head in shock… hooves were heard flooding down the stairs.

"What in tarnation is up with all this yelling" Applejack shouted as she hit the bottom … but when she and the others saw Cadence they gasped. Applejack instructed the others to lay Cadence and Flash on blankets, and get them pillows. All the ponies did as they were told, Pinkie and Fluttershy moved Flash, but Fluttershy was squeamish at the sight of his blood, she started to cry, but helped move him to a pillow. She hugged Pinkie tightly and cried into her mane, which was straightening slowly. Applejack helped Twilight up and hugged her.

"Tis alright Sugarcube, they are gonna be just fine." She whispered to her, but Twilight didn't know what to think, Flash Sentry literally died in her hooves.

_His advance against Equestria begins now._

Aeolus was frozen. All the ponies moved quickly around the room, grabbing various supplies from around Twilight's home, but he couldn't move. This… Cadence had muttered Typhoon… the word pounded at his brain, he felt like he was trying to remember something. Something old. Something he had known all along. He closed his eyes and thought long and hard on the word… realizing slowly that it wasn't just a word. It was a name. Aeolus got dizzy, he couldn't feel his hooves anymore. His eyes rolled to the back of his head, he slowly fell into darkness.

_Typhoon returns._


	3. The Spirit of Wind

Aeolus was confused. He had no idea where he was, as it was completely dark. He raised his hooves up to his face but didn't feel or see anything, he did hear a voice however. It called out to him, the voice was soft, like the notes being played on the lyre by the most talented of musicians.

_"Aeolus. Wake up my love. Wake up."_

A small light lit up the darkness. Colors floating down from the sky, painting the scene for him. He stood on a cliff, which stood taller than even the clouds. He looked over the edge and beneath the cliff was nothing but black clouds. Black clouds mixed with red. He could hears land on the rocks behind him. Aeolus turned to face a tall white Alicorn.

_"Aeolus. It has been so long since I saw you last. Come… come to me."_

Aeolus was suspicious. He watched the Alicorn closely, and slowly made his way closer. As he approached the sky seemed to flicker, behind the beautiful blue sky flickered fire… and lightning. Without really paying attention he found himself in front of the white Alicorn. She looked down at him and smiled.

_"_Finally. After all this time I'm so glad I found you…. Now close your eyes Aeolus."

He did as he was told… he closed his eyes and the Alicorn's voice got distorted. Lowering itself by several octaves.

_"OPEN YOUR EYES, FACE ME LIKE A COLT"_

His eyes shot open and standing in front of him was no longer the Alicorn but a grey Unicorn. His eyes were the color of metal, he had a long mane and tail, but it was braided evenly, the tip of each braid colored red. In the wind his hair moved like eels in the water, which was fitting since each tip was being connected with sparks of electricity.

They no longer stood on the beautiful cliff, but instead in the town square of Ponyville. The town was burning. Flames were overtaking everything, the rain that fell from the sky was red, almost like blood. Laying behind the Unicorn was everypony he'd seen since awakening with no memory. Twilight… Luna… Fluttershy… all of them, none of them moved. Some had singed fur, like they had been shocked to death. The looks on their faces were looks of fear.

"ITS OVER AEOLUS, I TOLD YOU NO PONY COULD PROTECT YOU FROM ME, DIE! DIE ONE LAST TIME!"

The Unicorns horn glowed red. Lightning flashed for a moment in the sky, then flew down and impacted his horn. He aimed it at Aeolus and shot, Aeolus screamed out in pain as he was hit, Then all light faded again. It was dark and Aeolus felt no more pain, he soon heard another voice. His own.

"That, was Typhoon."

There was a new light. It was gold, and pure. The light spread itself out and brightened. From the light a new figure spawned. Now standing in front of Aeolus was a white Pegasus.

"Hello."

"Hello?" Aeolus replied. "Who are you?"

The Pegasus opened his wings, each feather was tipped with gold, similar to the Unicorn there was electricity flowing in between each tip. "I am you. The voice you hear is mine. Or rather is yours, yours from the past. When Typhoon stole your power and memory, only a fragment of your past was left… I'll do my best to guide you until we are made whole once again. But we can't do much while you sleep."

The Pegasi's eyes flashed gold.

_Get up_

Aeolus' eyes fluttered opened as he woke up quietly. He slowly sat up, and saw the sun's rays shining in from the various windows around the library. He noticed he had been moved from the middle of the room where he collapsed and was now laying on a makeshift bed on the floor, next to the golden Pegasus who was breathing steadily under his blankets.

The pink alicorn was nowhere to be found, but the other ponies were scattered around the library, each with stacks of books beside them. They'd been reading for quite some time it seemed.

Twilight using her magic had at least 5 books in front of her face and was checking back and forth between each one consistently, Pinkie would pick up a book, flip through the pages in a matter of seconds then put the book on her stack and grab another, the others were reading books like normal, skimming through it and stopping to read slowly when they found something that seemed important. Rainbow Dash was getting frustrated.

"This is starting to give off 'lost cause' vibes. Anypony else agree with me?" she threw a book to the side and huffed while grabbing a new one. Rarity had glasses on while she read but removed them to respond to Rainbow.

"Now Rainbow Dash lets be a little less selfish. While searching through all these books is time consuming we have to try and find as much information as possible on these storms… and on Aeolus." Rarity

Aeolus rose fully, and stretched to crack a couple bones. The floor wasn't exactly a luxury. He approached the others, who were so absorbed in their books that they didn't notice him until he spoke.

"What happened?" He asked still very groggy. All six ponies looked up at once, putting down their books and approaching him with smiles.

"Thank goodness you're alright!" Rarity sighed. The others nodded and Twilight asked him "What happened? You just blacked out... are you feeling okay?"

"I'm fine." he replied "where is Cadence? I need to talk to her" He needed to know what she knew. She knows something about typhoon…

"Cadence is resting upstairs, Spike is watching out for her, she's still recovering... and for some reason we can't send a letter to Princess Celestia, when Spike tries to send a scroll it just burns up! We have no idea what happened! Cadence's horn is injured pretty badly, and I barely was able to revive Flash Sentry thankfully (looking over at the sleeping Pegasus) but he hasn't woke up either. He had extreme burns all over and his wing is broken is several places. Whatever they went through must've been really bad." As Twilight explained the situation, the others went back to their books.

He understood and nodded. "So what are you guys doing now?" he asked looking curiously at the five ponies reading.

"Looking through all my Equestrian History books to try and find anything on this typhoon... This red lightning is no natural phenomenon. Maybe a storm like this has appeared before and if we can find how ponies stopped it maybe we ca-" Aeolus interrupted her

"It's a pony... Typhoon isn't just a storm" he said closing his eyes. This got the attention of everypony except Pinkie Pie.

"And how exactly do you know that Typhoon is a pony?" Applejack questioned him.

"I had this… dream… look I don't understand it but I think I'm…" Pinkie interrupted him midsentence.

"A-HA! I found you! You thought you could hide from Pinkie now didn't you! You're all mine!" She was close to ripping the page out of the book when Twilight did an about face and tore the book from Pinkie's hooves with her magic, the book was titled Equestrian Spirits, A history guide. The book had an old look to it. really old. Twilight blew the dust off the cover and which depicted four ponies standing in various places. A green one of the ground alongside a purple and blue one, and a white pony flying in the air.

"Pinkie Pie what page did you find him on?" Twilight asked

"Well he's all over the place in the history section, but turn to the back where there's the actual indextory gloss info guide section… He's back there too!" She replied quickly."

Twilight flipped through the pages until she came across a chapter labled "Spirit Guide" Underneath that were some subcategories.

"Spirits of nature, spirits of balance, Spirits of magic, the lost ones, and final entry. Spirits? I don't understand…. I've never heard of any spirits besides Discord." Twilight had never seen this book before, and she knew every book in her library. She flipped to the next page and saw a page with the picture of a green Earth pony named Terra, Spirit of Earth. She scoffed and flipped through the book rapidly, till she saw what she was looking for.

There was a picture of a dark gray unicorn, with a black and red mane and tail, his horn surged with red magic and he sat atop a black storm cloud, Twilight cleared her throat as she read aloud.

"Typhoon... The Nature Spirit of Disaster and Panic. The most dangerous of the evil Nature spirits. He has the power to summon massive storms and create earthquakes. Also had the ability to make your worst memory or fears cloud your mind and judgment in the form of what was called The Black Fog. After the defeat of Discord he tried to destroy Equestria but was defeated by Celestia Spirit of the Sun, Luna Spirit of the moon, and Aeolus The spirit of wind

Twilight stopped for a moment, all of the pony's jaws were slack "Celestia never told me about this…The existence of these... Spirits. The name of the other spirit that helped defeat him has been written over a few times I can't read it." She spoke with hurt in her voice.

"Never mind that! Does it say how they defeated him? I'm sure it was pretty awesome since it was the princesses!" Rainbow Dash said excitedly

"There's a section here titled Typhoon's Imprisonment, listen" Twilight got their attention once more.

"After Celestia and Luna were given the Elements of Harmony and used its power to defeat Discord, the Spirit of Chaos and Disharmony and also Equestria's current ruler at the time. Typhoon went on a rampage across Equestria to avenge his fallen master. Spawning a massive land hurricane that destroyed many towns in its path. Celestia and Luna learned of the Spirit of wind, who from the beginning of recorded history was known for using his magic to give Pegasi the ability to fly and help him to control the weather. When Discord captured him, Typhoon wanted him as his own prisoner so Discord handed the wind spirit over to him. Celestia and Luna freed the wind spirit from where Typhoon imprisoned him in the Crystal Caverns underneath what is now Canterlot. Together the three of them confronted Typhoon, their battle lasting days across the skies all over Equestria. When they finally defeated him in the old city Whinnieapolis, using the Elements of Harmony they confined Typhoon to the very same Crystal Caverns that the Wind Spirit was trapped where he was to sleep for eternity. The Spirit of wind took over the control of the weather, clearing the storms and giving Pegasi the ability of flight once more. He created the Pegasi city of Cloudsdale, and continued to watch over the Pegasi and weather from then on." She finished.

Aeolus couldn't move. His heart hammered in his chest.

_Wind Spirit… That seems right. Yes. That is right._

Aeolus agreed with the voice inside his head. Something about Typhoon's story seemed correct. He just couldn't figure it out. Spike came down the stairs and lifted a claw while beginning to speak, but Twilight had an outburst before he could do anything else.

"Oh no… Typhoon must have escaped from the Caverns! I can't believe it."

"What is it Twilight?" the soft spoken Fluttershy asked

"I've been down in those caverns. During Shining Armor and Cadence's wedding. Chrysalis put me down there, but I didn't see anything like Typhoon. He must've escaped then captured The Wind Spirit again, which must be why the Pegasi can't fly… and neither can Alicorns for that matter!" When Twilight finished everypony was quiet. The voice that finally spoke up was the voice of the other Alicorn in the building.

"Yes Twilight, and we must find and free him. The Elements of Harmony alone cannot defeat Typhoon." Cadence limped down the stairs, groaning softly as she got to the bottom, Rainbow went to her side and Cadence leaned on her for support.

"Cadence!" Twilight rushed over to her, Cadence thanked rainbow and walked over to Flash laying a hoof on his forehead to check and see if he was ok, then sat beside him on a pillow, she smiled at everypony until she noticed Aeolus, she raised an eyebrow at him.

"Cadence what happened to you? The state you and Flash arrived in… why were you in Ponyville and what happened?" Twilight asked.

Cadence opened her mouth to explain, but Aeolus spoke before she could.

"The train crash… the red lightning…" Aeolus couldn't think straight… Twilight reading Typhoon's history… he felt like he himself wrote it. He saw the images from his flashback, the burning village, the lightning. He understood now who he was. But he didn't understand how it could be possible.

The other ponies looked at Aeolus confused. Cadence spoke out to him "yes… how did you know about that?"

"L…Luna showed me, I don't know why, but she told me you'd be coming. She said you had been targeted. By Typhoon. I was there… I saw them all die."

"Aeolus, what's wrong? What do you mean Luna showed you?" Rarity asked him.

"Yeah how do YOU know the princess? I was supposed to introduce you to her!" Pinkie Pie shouted, with a pretty hardcore pout to match.

Cadence's eyes widened intensely. She could barely speak "D—did you say Aeolus? It can't be that simple…"

Twilight didn't understand. "What do you mean? Do you know something about him? My friend Zecora found him yesterday, he fell from the sky and crashed into the Everfree… He has no memory other than his name." She explained to Cadence.

She didn't answer Twilight's question, she only asked for somepony to give her the History book. Her horn was burnt at its tip, rendering her magic was useless at the time being. With Rarity and Pinkie trying to help Aeolus up, left Spike closest to the ancient book. He brought it to Cadence who began to flip back through the pages. Reading through the names of the spirits till she found the one she wanted. She began to read aloud:

"Aeolus… the Nature Spirit of Wind and peace. And the polar opposite to Typhoon, Spirit of Disaster and Panic. Was the original Pegasus. The first with the power to control weather, bringing about balance in nature. Was the creator of Pegasi and responsible for given them the ability to fly. He helped Celestia and Luna defeat Typhoon and has roamed the skies ever since, protecting his Pegasi and watching over weather patterns in Equestria." She finished. The picture showed a white Pegasus, with a blue mane, and beautiful white wings, with gold tipped feathers flying upwards, towards the moon.

All eyes turned to Aeolus, he felt like he was about to pass out again but he managed to keep himself conscious.

Twilight was shocked. The lord of all Pegasi was standing in her library. Rainbow jumped over to Aeolus.

"OMIGOSH OMIGOSH OMIGOSH… You are the first Pegasus! The first to fly and to give Ponies wings! This is so awesome! You could totally teach me some new tricks! Well… you know if you had wings… but we'll figure it out! Maybe whenever I can fly again you can give me tips and I can finally join the Wonderbolts!" she continued to ramble in Aeolus' face, Twilight levitated her away with magic and placed her next to Fluttershy whose eyes were extremely wide from the shock of who Aeolus was to her. Rainbow squeezed her and continued to smile.

"Ummm…What's a Wonderbolt?" Aeolus asked innocently.

Nopony answered him. Applejack walked over to Aeolus, Pinkie and Rarity slowly backed away, they seemed intrigued but also a little nervous of him.

"Is this true?" She asked him.

You know in your heart it is.

"Yes, I don't remember anything of my past. But hearing the words on this page just seems so damn familiar. It has to be me… But I don't have wings. Or any power whatsoever. I don't know how I can help defeat Typhoon." He finished.

Cadence got up and walked over to him, and did something no other pony expected. She bowed before him.

"All my life I've heard stories about you Lord Aeolus. It is truly an honor to meet you. We can send word out to Celestia. I'm sure she'll know what to do."

Spike spoke up "I've been trying to send a letter to Celestia since you guys got here, they just burn up! It doesn't make sense."

"Well… maybe since the storm is over it'll work… if you don't want to try it I understand, I'm probably wrong anyway" Fluttershy said

"Actually Fluttershy that makes sense!" Twilight grabbed a scroll from the desk, and took a moment to write a letter. She then levitated it over to Spike "here, give it a try!"

"Here it goes" Spike closed his eyes and blew fire on the letter. It turned into smoke and began to float in the air, Rainbow Dash jumped up and opened the nearest window. The smoky scroll flew out the window and disappeared.

"Yes! It worked! Hopefully the princess will respond quickly" Twilight beamed… she walked over to the window and looked towards the mountains in the distance.

All the ponies began to shoot questions at Aeolus.

"What was it like to be the first pony to ever fly?!"

"Are your wings really golden tipped? That's so beautiful!"

"Dude how old are you anyway?"

Aeolus didn't know the answers to any of these. He raised his hooves, silencing everypony instantly.

"Look guys I have no memory. Please I just met you I don't want to be treated like I'm royalty… please."

_I like it, don't tell them to stop! Its cool!_

He felt like hitting his head, but that probably would've looked really weird.

Suddenly there was a loud explosion of magic in the middle of the room, everypony gasped. A big bright red and yellow orb appeared and the light was nearly blinding, everypony looked away. When the light and noise died down they looked back and saw two very important ponies standing where the orb had been.

"Princess Celestia! Princess Luna!" Twilight walked over to them, Cadence not far behind.

"Hello Princess Twilight and Princess Cadence. I'm so glad to see that all of you are safe after last night's storm. When I received your letter Luna and I had to come out here immediately. She looked at Aeolus, the princess' hair flowed like Luna's except hers was rainbow colored, and it covered one eye but did not hide the concern clearly showing.

"Twilight tell me everything."

Twilight began to re-explain the day before entirely she did not mention Aeolus trying to escape however. Then when the time came Cadence pitched in the train crash incident, when they both finished Celestia looked at Luna, who simply nodded… having them both stare at him made him quite nervous.

"Hello Aeolus, it's nice to see you again in person." Luna said to him. She reached her hoof out to touch him, but then retracted it with a sigh. She looked at Aeolus with sad eyes, he locked his eyes with hers and for a moment she seemed to be desperately trying to tell him something. After a few moments of looking into the eyes of Aeolus she looked away, cleared her throat and walked towards the back of the room… the darkest part. Aeolus was confused but before he could follow her Celestia stepped into his path.

Celestia began to speak to him "Aeolus, I understand Typhoon shot you with red lightning when you faced him over the Everfree forest?"

Aeolus had a confused look. "Yeah… I guess…"

"I remember his magic quite well. He must've used his power to weaken you and corrupt your memories, He then destroyed what makes a spirit so special, he destroyed the elements of harmony inside you."

Twilight was now the pony who was confused. "What? The Elements inside him? Does that mean he's a bearer too?"

"No Twilight. Aeolus came before the elements. He came before me, and Luna. He came before Equestria." She then lifted the History book up with her magic.

"This book was written by Star Swirl the Bearded. It details the history of this planet. From the very beginning. When Aeolus was born his parents were the purest ponies that ever existed. They were the ones who created everything, Laughter, Loyalty and all the others were what was used to create Aeolus and the others. Pure Spirits are living embodiments of the Elements of Harmony. But Typhoon has taken those elements away from him. He is now mortal. He can die, and his magic that gives Pegasi flight is gone, which is why nopony can fly. It's up to you all, the Spirits of friendship to help him now." Her explanation was shocking to everypony in the room, even Cadence didn't know about it all.

"Well gee Princess, what can we do? I don't suppose we can put our elements on and just shoot a rainbow at him." Applejack said with a hint of sarcasm.

Luna appeared from the shadow behind her and answered her question. "No Applejack, you and the others must teach him the elements of friendship. When he truly what the elements are, and learns how to utilize every element within himself, he'll break the curse of Typhoon and be able to use his power once again to defeat him." Applejack jumped in fright from Luna's quick teleport between the shadows, and began to blush slightly. "Sorry Princess, I meant no disrespect."

There was a groan from Rainbow Dash. "UGH! We don't have time to teach him about the Elements of Harmony! Can't you guys just use your magic to break the curse? I mean you are four Alicorns after all!" She crossed her hooves and huffed loudly.

All the other ponies began to complain to each other, except Pinkie who began to sing a silly song to ignore everyone complaining. After a moment of listening to their nonsense Celestia tapped her hoof on the ground twice, immediately bringing everyponies' attention back to her.

"I understand all of your frustrations, but a pure Spirit's power is very different then general magic… especially one like Aeolus. The more he learns about the elements the more he will gain back power and memories. Once he is back to full strength it will take us all to stop him, including possibly some others" Celestia looked out the window at her castle. She knew she needed to find them all. And soon.

_Others? What does she mean by others? Quick ask her!_

But Aeolus was interrupted by Luna

"My sister and I will fight against Typhoon as much as we can, and try to protect the towns and cities of Equestria from being destroyed by his wrath. During the day Celestia's magic can keep him from starting storms, but at night he is much more powerful. To try and stop him from spreading panic not only must I keep the moon in the sky, but I must also enter the bad dreams of anypony and calm them. That is why he makes it storm so terribly during that time. And the more destruction he causes, the more there will be fear, and panic. Which will increase Typhoon's power." Luna added in. Cadence had a bit of her own input.

"I must return to the Crystal Empire at once. If Shining Armor and I can keep the love and hope in the Empire at a peak. That can help repel Typhoon's attack on Equestria… but Flash Sentry is in no shape to travel." Cadence looked at Flash who was breathing softly underneath his covers.

Twilight finally was able to talk. "Celestia… why doesn't any other pony know about these spirits? Why didn't you tell me?" she had a fear tears in her eyes. But Celestia wiped them away with her hoove.

"There were certain… events… that made many of the spirits split up, and go into hiding. There are also spirits that work in hiding, allowing nopony to see them. I suggest you read that book from the beginning. To get a better understand of how important these beings are to world. If Typhoon is returning I have no doubt in my mind others will as well."

When Luna spoke all the ponies turned to face her. "You and the other bearers of the Elements must train and teach Aeolus. It will be an odd task. But it is one my sister and I are sure you are capable of completing."

Twilight began to object but Celestia cut her off.

"Don't worry about us Twilight, we will keep Equestria safe as long as we can from Typhoon. You all need to focus on your task at hand. I know you will be able to do this" Celestia smiled at them.

"Cadence, I will take you and Flash home, he'll be safe don't worry." Luna walked over to Flash and used her magic to lift him onto her back. She then opened a purple portal and prepared to step into it, but she stopped, gave one last look at Aeolus, and then went into the portal, disappearing instantly. Cadence began to walk towards it before looking back at Twilight and her friends.

"Don't worry Twilight, there is nothing you all can't handle, good luck. I'll be in touch." She smiled at them and then went through the portal as well, it closed behind her.

Celestia put a hoof on Twilight's shoulder "I'll send someone to check on your progress soon Twilight, don't worry you'll do just fine. I must get the Train incident from last night cleaned up before anypony realized what has happened… then I must return to Canterlot and try and keep the ponies there oblivious to Typhoon's return. If panic spreads he becomes more powerful. Imagine the amount of mass panic there would be if he had killed Cadence." She walked away from Twilight and back to the middle of the room. Her horn began to glow, but before she left she gave Twilight a warning.

"Keep Aeolus indoors at night. If Typhoon were to learn of his exact location, there is no doubt in my mind he will destroy anything to get to him." Celestia disappeared in a flash of magic.

The Princesses of Equestria came, and went. Dropping on the elements of harmony the most important talk they've had yet. With no idea how to get started.

"Great, how am I supposed to teach somepony loyalty!" Rainbow complained.

"Calm yerself Rainbow. Now the princesses gave us a job, and we gotta see to it that it gets done... somehow." Applejack replied.

"My concern is how to teach him magic when he is an earth pony… well he technically is like a Pegasus god… but you know what I mean. If we take turns spending time with him, I'm sure he'll learn something about the elements from each of us" Twilight said... but she didn't sound too sure of herself.

Aeolus didn't feel godly. In fact he felt quite useless. He had no memories of his past or his powers and no idea how to begin learning how to "use the elements of harmony" within himself. But he figured what the hell. You gotta start somewhere.

"Twilight, I'm ready to begin. What do you need me to do?" he asked full of confidence.

Twilight had no idea. Pinkie then appeared in between them from out of nowhere "oooo! Twilight I have an idea! How about he comes with me into town today? I can show him everypony in Ponyville and he'll have a lot of fun! And I'll tell lots and lots of jokes and make him laugh! And then I can introduce him to Improv and he can make him laugh too! And then they'll be so much laughter! How can he not learn about laughter from laughter? Am I right?" Pinkie sounded super sure of this idea.

Twilight looked at the others who all shrugged. By this time they all knew to not really question the party pony when she had an idea. She smiled at Pinkie.

"That sounds like a great idea Pinkie, Aeolus do you mind going with her? I know we all had a stressful night, I'm sure having some fun would be good for you and a great way to start this process. Me and Spike will do some more research on… well you, and see if we can find anything else to help." Aeolus nodded happily, it did sound like it could be enjoyable.

Spike however groaned. "Yay, research." The sarcasm practically made the room's paint peel.

"I have to head on over to Sweet Apple Acres to make sure Granny Smith, Apple bloom, And Big Macintosh are ok. I'll come back later to check up on ya'll."

Applejack began to head towards the door, Rainbow and Rarity right behind her, Rainbow wanted to find her coltfriend Storm to try and explain to him that the creator of all Pegasi was in Ponyville, Rarity wanted to check on her cat Opal and Sweetie Bella and make sure her shop was undamaged. Fluttershy started to leave too. She rushed out with no explanation and no goodbye. The others had all agreed to meet back up that night to check on Pinkie's progress with him. When they were all gone Pinkie grabbed Aeolus.

"Come on! It's time for you to have the most fun you've ever had! And I Pinkie Pie will ultimately be the one to make it so!" She zipped out of the library, Aeolus in hoof. Twilight rolled her eyes and smiled at Pinkie's silliness. She looked down at the history book, seeing the picture of Aeolus… she was amazed by how important this pony was to the world, she then flipped a few pages and found Typhoon's page again, his picture was so sinister, and frightening. He had to be stopped.

"Spike, it's time for a history lesson!" She said to him, excited to read and learn more about the history of spirits.

Spike simply sighed. "Ok Twilight." He brought a quill and parchment over, and prepared his claw for any and all notes Twilight would ask for. It was gonna be a long day.


	4. Laughter

Pinkie Pie dragged Aeolus all throughout Ponyville. She literally dragged him, as she pulled him his body just left marks on the ground.

_Does this pony realize you are missing your wings? Not your legs!_

Aeolus smiled though, Pinkie was trying to help in the only way it seemed she knew how. By being random.

"That over there is the hat store where I get my hats, and that over there is Bon Bon's house, and that is Doctor Hooves' house, and that over there is Lyra! Hi Lyra! And Oooooooo look over there! It's Thunderlane! HEY THUNDERLANE (pointing at Aeolus) THIS PONY CREATED YOU!" Aeolus jumped up to Pinkie's mouth instantly.

"Um Pinkie, I don't think we should go around telling people I'm the wind spirit… it might bring me attention I don't need." He said kindly to her. He lowered his hoof.

"Okie Dokie Lokie" she beamed. "THUNDERLANE THIS PONY DIDN'T CREATE YOU!"

_Typhoon. Is going to kill us all._

Aeolus could practically feel the voice in his head facehoof.

The Pegasus looked incredibly puzzled, he then shook his head, turned around and walked away. Pinkie looked at Aeolus with a wink and smiled widely. He just looked away and sighed.

_We are too old for this mess._

They continued to walk through the town, Pinkie continued pointing out every pony she knows. Which happened to literally be every single pony. Some of them, mostly the Pegasi either didn't seem interested in meeting him or straight up ignored Pinkie completely. Pinkie didn't seem to mind, she just continued to bounce alongside Aeolus as they trotted around town. He figured it was time to get serious though. He had elements to learn and evil spirits to destroy.

"Hey Pinkie, so how do you plan on teaching me how to utilize laughter within myself?" Aeolus asked. He wanted to learn all six elements as fast as he could and defeat Typhoon, regain control of Equestria's weather, and give Pegasi their flight back… he just honestly didn't know where to start.

Pinkie looked at him briefly, then ran off blazingly fast into the nearby prank store. She had told him that she and Rainbow would go there for their prank gags. Aeolus sat there confused… but only for a brief moment due to the tapping he felt on his shoulder. He turned around and there was Pinkie Pie.

"Ahh!" he shouted. "Pinkie how did you do that?" She frowned at him

"How'd I do what?" She asked. Aeolus began to explain but then Pinkie interrupted him. Replacing her frown with a big smile.

"Well don't worry I got the perfect thing to get some laughters going here!" She pulled out a pair of Groucho Marx glasses and placed them on his face. "Now to find some ponies for you to make laugh!" She pushed him towards the nearest little crowd of ponies, and shouted "Go my young apprentice, teach them the ways of the laugh!"

Aeolus had no idea what he was doing. He walked up to the ponies who at first didn't care to look at him, as he was about to talk to them there was an explosion of confetti around him. Pinkie giggled from behind a nearby bush. The group of ponies broke conversation to look at him, and began to laugh hysterically. Some pointed while other fell over clenching their stomachs. Aeolus blushed and took off the ridiculous glasses… he turned around and walked back towards Pinkie head low. She was still giggling till she saw him. She bounced out of her bush and congratulated him.

_HAHAHAHA! That sure made ME laugh!_

"Wow! You were so great! They laughed so hard! So did you learn laughter? How exactly will we know when you've done it?" she continued rambling till at a voice from behind Aeolus shouted "Pinkie Pie! There you are, I thought I heard you laughing over here!" Aeolus turned and saw a dark blue unicorn with a long brown mane trotting up. When Pinkie saw him she jumped impossibly high over Aeolus and landed right on top of the unfortunate unicorn.

"Impy! I'm so glad you're ok!" She got off his back and allowed him to stand up, only to squeeze the daylights out of him with a huge hug. His eyes seemed to bulge as Pinkie hugged him, she finally let him go and they rubbed noses before the unicorn took notice to Aeolus.

"You must be Aeolus? My name is Improv, Pinkie's colt friend, Twilight told me I could meet you guys out here." He reached his hoof out in greeting.

Aeolus had a look of confusion, but nevertheless copied the gesture and shook his hoof "Yeah, I'm…" He paused. "New here… and-" But he didn't get to finish as Pinkie appeared in between them. "And I'm trying to teach him laughter!" She yelled in excitement.

Improv raised an eyebrow. "_Teach_ him laughter? How does that work? And… well why?" He asked them a little confused.

Aeolus shook his head, practically begging Pinkie not say a word. Pinkie Pie however was inhaling the biggest breath possible. He was gonna try and stop her, but at this point he knew it wasn't possible.

"Well you see Impy, two nights ago Aeoly crashed into the Everfree from the sky and Zecora found him and she brought him to her house and then she got Twilight and then Twilight tried to fix Aeolus' memory but then it didn't work and then she started taking him to Ponyville and then he met AJ and then Twilight couldn't fly and then they ran to Ponyville and then I blew up and then there was pink dust everywhere then Rainbow showed up all mad and then ponies laughed at Aeoly and then they booed Twilight off stage and then it started raining and then we had a sleepover and then Cadence showed up and Flash died and then he didn't die and then we found out that an ancient evil spirit named Typhoon has come back and the only person who can stop him is Aeoly who is actually the wind spirit and creator of all Pegasi and then Celestia and Luna came and then they said that he had to learn all six elements of harmony and then he'll be able to stop Typhoon and save Equestria and so I'm teaching him the first element and then he met Thunderlane and then I gave him funny glasses and then he made all those ponies laugh!" She took the deepest breath possible, then casually finished with "so don't worry, my work here is done." She smiled and then began to bounce away and smelled some nearby flowers. Improv looked at Aeolus, jaw hanging low.

_Make sure you sign our names correctly on the autographs_

"Wait so you're the… but Typhoon is… but the elements… wait what? You're the great _wind spirit_ Aeolus?" He barely was able to get it out. He hyperventilated slightly, having a bit of a fan-mare moment.

Aeolus looked down, poking at the ground with his hooves. "So it seems…" He flashed Pinkie and angry look. Who waved at them both from the flower bed she was practically snorting up her nostrils. He looked back over at Improv, who had a massive smile that matched one of Pinkie Pie's.

_Sweet Celestia. He's as crazy as she is. _

"That is so awesome! I was in a play not long ago where I played as the wind spirit's … I mean _your_ opposite, Typhoon! It's one of my favorite stories from the Equestrian Spirits guide book!" His saddle bag's flap glowed blue as his magic opened it up, and pulled out the same history book that Twilight had in her library. "They only have four copies of this book in history! I got mine from a Unicorn vendor up north… he gave it to me for a decent price!" He explained excitedly. Then his expression soured. "Wait… but if Typhoon is real. Then… that's not good."

Pinkie popped up from behind Improv. "See! I told you carrying your favorite book around for book emergencies was a good idea!" She giggled and jumped on his back, Improv didn't shift at all, making Pinkie seem weightless.

"So you need to learn laughter huh? Hmmm…." He looked at the silly glasses on the ground… "Pinkie no offence but maybe you're going about this the wrong way." He reared up and she slid off his back onto her hooves perfectly.

"WHAT?" She looked at Improv, with a look of absolute betrayal. "I know what I'm doing Improv! He already learned laughter, those ponies laughed when he went up to them with funny glasses so I taught him well." She replied.

"No Pinkie those ponies were laughing at him, not with him! It's different if we wear the funny glasses and walk around, ponies are used to us, but since Aeolus is new in town they probably think he's a weird pony." Improv explained, Pinkie's eyes widened realizing what the unicorn was saying to be true. She began to cry dramatically and the sound of violins being played came from out of nowhere. "Oh no! Aeoly I'm so sorry, I hate when people laugh at me… I didn't mean to embarrass you, please oh please won't you find it somewhere in your eternal heart to forgive me?" Her eyes quivered with tears.

Aeolus smiled slightly, raising an eyebrow at her. "I don't know… maybe if you do me something in return.'" Pinkie's eyes got impossibly wide. " . IT."

Spike mentioned while I was reading last night that you made some of the best treats in Equestria. Since I have no idea what cupcakes or cookies are, I'd love to try some! I am pretty hungry." Her reaction was somewhat overwhelming.

She screamed so loud that a few nearby windows broke… and so did Pinkie. She broke into song.

I'm going to make treats for Aeolus!

He's the lord and creator of all Pegasus!

Before she could say another word Improv tackled her and put a hoof over her mouth. Aeolus was hyperventilating for a moment. She continued to mumble her song through Improv's hoof but it was impossible to understand her. Aeolus thanked Improv greatly.

"No prob, Typhoon feeds off fear. We can't have ponies find out who you are because then some will make the connection."

_Finally, a pony that might be able to help us. _

Come on Impy! We gotta go to Sugar Cube Corner, but I have something for you to do!

Improv let Pinkie up and then they trotted to the side of the road, Aeolus a few feet behind. Pinkie was whispering into Improv's ear intently for a few moments, before he nodded and ran off with a smile.

_Aaaand he's gone. Wonderful._

Pinkie Pie turned around. "Improv is gonna go run some important errands. He'll be back in a bit." Aeolus opened his mouth to speak but was immediately cut off "NONE OF YOUR BEESWAX"

"What?" Aeolus asked confused.

"I know you were about to ask him what he was up to! It's rude to get into other ponies business." She beamed like the morning sun. A little too brightly.

"Actually Pinkie Pie I was gonna ask about those treats. I'm really hungry…"

"Oh that's right! Come on lets go to my house!" She turned and started to bounce down the street. She got a good amount of air with each bounce.

As Aeolus followed Pinkie around Ponyville he was noticing a lot of dreadful looking Pegasi. They either hung around each other in groups or just moped around alone. A couple of them were flapping their wings as hard as they could but to no avail. None of them could fly.

_Seeing this many Pegasi this miserable. It destroys me. _

Aeolus couldn't help but agree. Seeing all them sad made him feel even worse.

He wasn't paying attention to Pinkie Pie and so when he looked straight ahead he noticed she was gone.

"Damnit." He cursed to himself. "Pinkie Pie?!" he called out loud but heard no snorting giggle or bouncing. Aeolus found himself standing in the middle of a bustling market. The food venders were shouting out their various products to the Ponies walking by. Aeolus walked up to the nearest one, a kiosk for cherries.

"Hey did you happen to see Pinkie Pie walk by here?" he asked the vender.

"Nope sorry kid, hey you want to buy a cherry?" the vender was trying to sell him.

"Buy? With what?" Aeolus kinda turned his head confused at the concept of buying.

"Yeah with bits. You got any or what? If not go away cause you're holding up my line!" He pointed behind Aeolus, who turned and saw a massive line that seemed to have come out of nowhere behind him. He blushed slightly and walked away. He found his way out of the food market and back on the main road of Ponyville. He looked down at his hooves and continued forward with a sigh. He tried thinking about his past a little more.

"Hey mister" A voice from behind him whispered. Aeolus turned on a whim trying to see where the voice came from. But there was nopony there. He slowly turned back around and started to trot before his attention was grabbed again.

"PSSSST!"

Aeolus turned again and saw a grey hoof in a small alley between two houses waving him over. He approached slow and kept his guard up, but as soon as he turned into the muddy alleyway he knew he wasn't in danger. There stood a small grey Pegasus with a blond mane. She had a cute smile on her face.

_What… what's up with her eyes? _

The Pegasus' eyes were crossed, one faced upwards slightly, and one faced downwards. "Hi! My name is Ditsy! What's your name?" She reached her hoof out towards Aeolus, but misjudged the distance and jammed her hoof into his chest. She instantly retracted her hoof and blushed slightly.

Aeolus used his own hoof and rubbed where she had "punched" him. When he noticed her embarrassment he smiled kindly at her and replied.

"My name is Aeolus. What can I do for you Ditsy? Why are you sitting in this dark alleyway?" He asked and looked around. There wasn't much to see really, it was dirty and muddy from the rain.

"Well since we Pegasi can't fly anymore I had to do my mail route on foot… some ponies started to make fun of me so I ran into this alleyway to hide. I peeked my head out and saw you walking all alone looking sad too! I figured it's better to be sad buddies with somepony else then all alone." She smiled again and took a small step forward, tripping over a rock and falling against Aeolus who fell over with her.

"Oops… my bad" she said sheepishly. She stood up and shook some of the mud off of her body. "So why are you walking around all sad?" She chippered up and asked. He himself stood up and got a better look at the mare.

He noticed her Cutie Mark were some bubbles. Seven to be exact. He looked back at his blank flank once again, wishing… hoping… praying he would get his. He looked at Ditsy, noticing her confused look. He still had a question to answer.

"Oh I was looking for Pinkie Pie. She was supposed to take me to Sugar Cube Corner so we could eat… but I kinda lost her." His response made Ditsy smile.

"I can take you there! I know exactly where that is!" She trotted past him and started heading up the street he was going when she had stopped him. It took Aeolus a minute before realizing he was supposed to go with her. He galloped up right next to her and kept the conversation going.

"So Ditsy, tell me a little about yourself." He asked her. He couldn't exactly explain it, but he was curious to hear about her life.

"Well I'm a mailmare. I go around Ponyville and deliver mail to everypony… and during Winter Wrap Up I help the weather team get the skies cleared and bring southern birds back! I always go the wrong way though" She giggled softly to herself before continuing. "I also have a daughter. Her name is Dinky. She's the most important thing in the whole world to me! She's my little muffin."

Aeolus smiled. "She sounds nice. I hope since you can't fly it doesn't affect you working."

"Oh it does. I get made fun of for barely being able to fly to the right place, imagine how I am walking to places!"

_Oh and this is the pony you ask for directions? Good choice._

"Shush." He said quickly to his inner voice. Ditsy and Aeolus walked in silence for a bit, various ponies had different reactions to her. Some waved and said hi, others snickered to themselves. Aeolus didn't understand why they were being so cruel to her, but he was gonna take care of it himself. A pony they walked past laughed at her and called her cross-eyed, before he could even begin to laugh at his own joke Aeolus towered over him.

"Why are you being so mean? What did she ever do to you?" He quizzed the pony. Ditsy blushed slightly "Aeolus its ok I really don't think it's that big of a d-" the pony interrupted her.

"Who Derpy? Ha! What's there not to laugh at? She's cross-eyed and dumb. All she does around here is deliver the mail to the wrong ponies and eat muffins. You ask me she's just a waste of space." He trotted off laughing to himself. Aeolus turned and looked at Ditsy. Her lip quivered softly and each of her crossed eyes were producing even amounts of tears.

"I… don't understand… why ponies hate me so much…"

_Why didn't you do something?! Stand up for her damnit! She's a Pegasi for Celestia's stake!"_

Aeolus had no idea to react, it was the first time he had seen anypony get treated so badly. "Ditsy I'm sorry… I should go take care of this right now!" But she stepped in front of him.

"No… let's just go to Sugar Cube Corner… I think some muffins will do me some good."

They trudged on in silence. Aeolus stared at Ditsy without realizing it. Her crossed eyes looking sad. She sighed softly, head hanging low. Aeolus' ears flicked upward at the sound of distant thunder. He looked up and saw a massive storm cloud way in the distance, slowly hovering over a tall mountain in the distance. Aeolus couldn't see all too far so he squinted a little to try and clear up his vision. What happened next shocked him.

When he squinted his vision zoomed in all the way to the storm. He could see the red lighting flash from within the clouds, confirming his suspicion that this is the work of Typhoon. He turned his head slightly to look at the mountain and was shocked to see a castle resting on the side of it. It was huge and very regal. When he squinted a little harder his vision zoomed in even more. He saw the streets filled with very proper ponies, they wore fancy clothes and hats, and some even had diamonds stitched into the material. The names of the various shops and restaurants were clearly visible. His head traveled upward towards the main castle, the windows were stained glass, each one depicting different scenes. He could see the shadows of guards against the glass. When he gave attention to the windows themselves he noticed some of them were familiar to him. They showed Twilight and her friends, accomplishing the various tasks she herself said they had. He smiled slightly and then noticed movement in the corner of his eye. Princess Celestia stood on a balcony, her horn glowed bright yellow. Her neck was straining, and her face held a look of struggle. After a moment of this the cloud completely dispersed. Aeolus could perfectly see her expression. She smiled for a moment, before collapsing on her side. Guards rushed in from the open door behind her and after lifting the Princess up they took her inside the castle and shut the door.

His vision zoomed out when Ditsy waved her hoof in front of his face quickly.

"Hey! Are you ok? We made it!" She said happily. Not a trace of tears or sadness left on her face.

Aeolus stood before a massive two-story building. It was painted yellow with a brown roof, and decorated with white all around the trimming of the roof. There was a small sign that said "Sugar Cube Corner" on the side. Ditsy bounced up to the door, but tripped and fell right into it. It swung open as she hit it, and she landed right on the floor. Her frown was heartbreaking, only an "ow" leaving her mouth. Aeolus rushed to help her up, but she got up quickly on her own, and happily skipped to the counter where a blue mare waited to take some orders.

"AEOLUS! THERE YOU ARE!" Pinkie Pie shouted at him from kitchen. She waved him over

He wandered to the back where she had an assortment of different colored foods on various trays. They all smelled delicious!

"Sorry I left you behind! I was just so so so excited to cook for you and I ran ahead! But Derpy brought you here so here you go!" She grabbed the nearest cupcake and shoved it in Aeolus' mouth.

He nearly choked on it for a moment but when it touched his taste buds he nearly lost his memory all over again. "Holy Celestia… This. Is. Incredible."

_This mare. I have been wrong. She may not be a Pegasi, or the prettiest of Earth ponies. But according to these treats, her flank will do. We must bed with her at once._

Aeolus spit out frosting everywhere. It all hit Pinkie who didn't react as cupcake bits and frosting flew in her eyes.

"So do you like it!?" She asked excitedly.

He nodded sheepishly then excused himself for the moment. He walked outside through the kitchen door and started to have a conversation of sorts with himself.

"What was that about?! Bed with Pinkie?! WHAT?!"

_It just feels right to me, a thousand years ago it was custom for Spirits to have many mares or stallions._

"OUT OF ALL THE THINGS YOU CAN REMEMBER THIS IS WHAT YOU GOT?!"

A couple of ponies walking by were staring at him. He awkwardly whistled till they were out of earshot, then continued.

"Look I'm gonna back inside and eat some more good food… stop being weird!"

He trudged back inside the bakery and found Pinkie Pie standing right next to the door. "Bed with me? What do you mean?" She smiled cheerily at him.

"Um… it's nothing Pinkie." He smiled awkwardly.

With that they both started to chow down for a bit. About an hour passed and they both ate every single thing Pinkie Pie managed to bake.

_Think about the possibilities! A mare that can make such delicious foods… all to yourself! Just banish Improv. It won't be too hard! _

But Aeolus ignored him completely, he looked at Pinkie who was drenched in cake frosting on the ground.

"Pinkie tell me something. Why are you laughter?"

She licked all the cake frosting off her body and the ground in a matter of seconds, burped loudly, then responded. "What do you mean?"

"Well you know… why are you the element of laughter?"

"Well I got my Cutie Mark after throwing my first party to spread the joy I felt after seeing my first rainbow. Ever since then I love to make everypony I can happy! Spreading joy is one of the greatest joys itself!" She got up and stretched. "When we first met Twilight we had to go into the Everfree to find the Elements of Harmony. At one part we got to this super spooky part of the forest, where the trees had scary faces and it was all dark and scary and dark! But I told the girls what my wonderful Granny Pie used to tell me when I was little. That even when something seems super super scary, laughter is the best way to make it go away. Sometimes you just gotta giggle at that bad ol' ghostie!" She laughed with a snort.

"Giggle at the Ghostie…" he thought about Typhoon for a bit.

_If you tried laughing him away, he will destroy you. Trust me I know._

Aeolus and Pinkie spent the rest of the afternoon telling jokes and making food together. He learned how to bake all kinds of cakes and cookies.

_May all bow before the might of Aeolus! Spirit of baking!_

His voice in his head teased him. But he truly was having a really good time with Pinkie, aside from her natural silliness she was really funny and a good friend. Aeolus felt like he hadn't had a real friend in centuries. For all he knew… maybe he didn't.

BONG. BONG.

A bell tolled in the distance, Pinkie gasped and looked at a watch she happened to be wearing from out of nowhere. "Oh my goodness we are gonna be late! We can't be late!"

"Late?" Aeolus was cocked his head to the side, looking out the window he noticed it was starting to get darker. What could they possibly be late to?

"I have surprise for you! Come on we gotta go back to Twilight's!" While Aeolus had looked out the window Pinkie had somehow managed to clean the entire kitchen in a matter of seconds.

_I'm having strong suspicions that this pony may be a spirit of some kind. She does things that just aren't natural._

Aeolus silently agreed. Pinkie suddenly grabbed his hoof and started her usual process of dragging him out the door and towards Twilight's house.

As they slowly approached her home they noticed bright and different colored lights shining out of the windows, the entire tree reverberated from sound inside.

"Wow, Improv went all out this time! Looks like I'm gonna have to come up with something bigger the next party!" Pinkie said with a serious tone. Aeolus was a little confused but stayed quiet until they were right at the oak door.

Pinkie opened the door and her mane went flying back, the music was incredibly loud. She laughed and galloped inside, Aeolus stepped in and saw at least 30 or so ponies packed inside of the library. Thankfully the bottom floor had a few rooms so there was a good amount of space and everypony fit. There was a little booth where a white pony with a spikey blue mane and purple glasses was shooting her magic from her horn into a small box. Large metal speakers next to her were booming. There was a creature next to her that Aeolus didn't recognize. He was huge! He had claws on its front legs, and a beak, and from that beak came an awesome voice. The creature was singing songs into the microphone, everypony in the library was cheering and singing along. Some danced, others stayed near the tables with different foods and drinks that lined the walls. The music was insatiably catchy. Aeolus soon found himself bobbing his head to the beat. Pinkie suddenly appeared in front of Aeolus making him jump.

She waved a hoof behind her, "So?! What do you think of your party?!" Improv came up behind Pinkie and gave her a hug. He looked at Aeolus with a smirk "I think I might've beat Pinkie this time." She gave him a look like he had broken the most sacred of Pinkie Promises.

"My party? I don't understand, I thought we were supposed to keep my profile here low. Why throw me a party?"

"Just because you are trying to keep yourself hidden doesn't mean you can't have some fun! We tried to teach you laughter today but we can pick it up tomorrow!" Pinkie zipped off to the nearby table and inhaled an entire cake before returning. "SEESH? ISH FUN!" crumbs flew from her mouth in every direction possible.

"I have some pretty sick connections all over Equestria, I invited that Griffon over there to come preform! His name is Scau-" The song changed and Pinkie mashed her face into his.

"THIS IS OUR SONG!" She grabbed and lifted him over her head and galloped to the dance floor. Aeolus had no idea how to react to that.

With all the turmoil that had been going on with the storms and Pegasus no longer flying, Pinkie and Improv sure knew how to throw a party. He aimlessly nudged his way through the crowd, looking for somepony he could talk to. He appreciated the gesture from the couple, but didn't feel comfortable around so many different ponies or a griffon.

He noticed Applejack and a big red stallion he didn't recognize serving food to ponies at one of the tables, Rainbow and a grey Pegasus were dancing in the middle wearing black sunglasses. Fluttershy stood off to the side with Rarity and they both were bobbing their heads to the music, partying softly to themselves. Spike was running around with a lamp shade on his head looking really silly. Aeolus finally spotted who he was looking for, Princess Twilight Sparkle. She was seated near a window looking out towards Canterlot, she didn't seem all too interested in the party at the moment. He nudged his way through the crowd and walked over to her.

"Hey Twilight… are you doing ok?" He asked her sincerely, but a little loud to try and talk over the music. She turned to look at him, smiling when she saw him.

"Hey Aeolus, how are you doing? Enjoying your party?" Her smile disappeared and was replaced with a look of worry. She glanced over the Canterlot again, sighing deeply.

"You know… I saw Celestia today." Aeolus muttered. Twilight immediately turned with a fierce gaze on the wind spirit. Her purple eyes bored into his own gold ones.

"You did? When? Did she come and see you? She came and saw me but she didn't say anything bad! She must think I'm gonna fail, what did she say to you?" She rambled on for a moment.

Aeolus shook his head quickly, "No Princess it's nothing like that… do you remember when we were walking to Ponyville yesterday and I mentioned buildings in the distance that you couldn't see?" She nodded at him in confirmation. "Well I looked toward the castle earlier today and was able to see the entire kingdom. Including Celestia, who stood on a balcony and used her magic to get rid of some storm clouds heading toward Canterlot… she then fell and her guards came and helped her inside. Typhoon must be getting stronger, faster than we all anticipated." He finished. Twilight looked like she was gonna cry…she blinked the tears away and took a deep breath, she lifted a hoof up to her chest and extended it outwards as she exhaled. After a moment she spoke.

"Aeolus if Typhoon is getting stronger, then you have to learn these elements as quickly as you can… that's why Pinkie threw this party. Go out there and have fun, let's not think about things that are out of our control at the moment. Go have fun ok?" She said it with a commanding tone, she perhaps didn't mean it to across that way, but Aeolus nodded and began to walk back into the crowd. He turned and looked at Twilight from across the room, his vision zoomed in just enough to see tears falling from her face onto her windowsill.

Now having returned to the party Aeolus felt a little better, the ponies around him were laughing and dancing… when the currently playing song ended, the Griffon handed the mic off to Pinkie Pie.

"Hey there all you crazy party ponies! Are you having a good time?" She shouted into the microphone, all the ponies reacted with a massive "YEAH!" One incredibly huge white Pegasus with tiny wings was a little late and yelled his "YEAH" after everypony else, ponies all over the library laughed softly at him.

"Let's take a moment to introduce the newest pony to Ponyville! Come on up Aeolus!" A bright light shown over Aeolus, the crowd gave him some space. "If you see Aeolus say hi to him! He lost his memory, and needs help becoming the Spir-" Rainbow Dash dived at Pinkie and snatched the mic away.

"Brighten his Spirits! He lost his memory and just needs some ponies to brighten his mood." From different corners of the party each Element of Harmony breathed a sigh of relief. Each grateful for Rainbow's quick thinking.

The DJ pony shot a burst of magic into her booth and more loud catchy music began to play, she bobbed her head to the rhythm and all the ponies cheered and began to dance again. The Griffon took back the microphone stand and started singing. Aeolus narrowly dodged any more attention by hiding himself near Rarity and Fluttershy for a while. He figured he could get to know some more of the ponies willing to help him.

As Aeolus snacked and drank. He would be approached by a few different ponies who greeted him and gave their condolences for not having his memory. But one interaction stood out from the rest. He was approached by two Pegasi, a yellow mare, and a peach colored mare.

"Hey there! My name is Raindrops! This is Blossomforth, we just wanted to come say hi!"

_All these Pegasi, and you won't even consider taking one upstairs for a little… spiritual training. _

Aeolus had a tough time keeping his expression calm as he spoke back to the ponies.

"Hello there, I'm Aeolus, are you enjoying the festivities?"

Blossomforth turned her head slightly. "The party? Yeah it's great! Sorry to hear you lost your memory." Her tone shifted slightly, turning a little sultrier. "Would've been nice to know if a cute stallion like you had a mare or not" She and Raindrops winked at him, clearly waiting for a reaction.

_YES! THIS IS WHAT I MEANT! THE FUN HAS INDEED BEEN DOUBLED! Go ahead Aeolus they are clearly offering themselves to you!_

Aeolus smiled at the mares but didn't offer anything in return.

"Right? That's why until I know for sure if there is someone waiting for me somewhere I'm gonna stay unavailable. You mares a great rest of your night. They both scoffed and huffed away heading back into the party.

_You just… you son of a… I'm not talking to you for the rest of the night. _

Aeolus was just fine with that. At some point he spotted the Pegasus that helped him earlier, Ditsy. She was happily dancing with a couple other Pegasi, Raindrops joined her and they seemed to be having a good time. Aeolus smiled and got a refill on his cider.

_Not one mare. But two mares damn you. _

Aeolus casually sipped his drink. "I thought you weren't speaking to me"

_Buck yourself._

The party continued for hours, non-stop music and food, some ponies came and some ponies went, but everypony was having a good time. Everypony but Twilight.

She went up to her room at some point, nopony seemed to notice her leaving… but Aeolus did. He wanted to check on her but halfway up the stairs decided against it. He didn't want to upset her again.

Nopony seemed to be paying attention to the outside, during the party it began to storm, as hours went by it slowly intensified in wind speed. Rain turning torrential.

Rainbow approached the pony at the booth and whispered in her ear. After a second she nodded and turned up her music, Aeolus figured maybe to hide noise of the storm so nopony would panic. Aeolus walked through the crowd. All the dancing and talking had made him hungry once again, he was heading over to the little kiosk Applejack was managing for some apples. His hoof bumped into something on the floor in the middle of the library. He looked down and saw a small sleeping purple and green dragon.

"Oh no Spike!" Aeolus quickly picked Spike up with his teeth and layed him across his back. Aeolus had no idea what to do with the little guy. He then remembered how the night before when he fell asleep Twilight brought him upstairs, Aeolus decided to do the same. He carried him upstairs and found himself in Twilight's room. Not surprisingly there were many more bookshelves in the upstairs loft. He started noticing little details hinting towards Twilight's neatness. Such as bed being set perfectly. Not a crease in sight on the sheets. Aeolus saw an impressive telescope lined with gold right next to the rather large window in the room. When he actually looked out the window he saw something unusual. It was storming terribly yes. But there was also an eerie black fog slowly descending on Ponyville. Spike snored softly on his back and he remembered why he was up there in the first place.

He searched for a place to lay Spike down, he spotted a small basket with a pillow and blue blanket which he figured was his bed. Aeolus layed Spike down and put the blanket over him. Twilight came up from behind and touched his shoulder scaring the hay out of him.

"Whoops hey sorry! Thanks for bringing Spike upstairs, when he tries to stay up past his bedtime he just passes out shortly after, wherever he is." She explained with a giggle. Aeolus smiled for a moment but quickly his expression weakened.

"Twilight. I feel something is wrong. I can't place my hoof on it, but something just doesn't seem right about all this. That storm outside doesn't seem like the last two." He was surprised to see her reaction to be one that agreed with him.

"Look Aeolus… I've been reading a couple different books… there's something you need to know… I-" but she didn't get to finish, she was interrupted by a massive red flash that lit up every part of the library, followed by an incredibly powerful crack of thunder. The tree shook violently, the music downstairs stopped and all the lights blew out. Ponies screamed. Twilight and Aeolus ran to the stairs, it was nearly pitch black, Twilight's horn had a purple glow around it, lighting the way. When they looked to the bottom floor there were other random splotches of light that varied in color depending on the unicorn. Twilight spoke loudly and got every ponies' attention.

"Don't worry every pony, I have a magical lightning rod that protects my home, we are all safe. It should attract all the lightning from the storm so your homes will be safe as well." The ponies in her house were panicking still however. Some pounded there hooves and some paced, Pinkie tried to calm some down by shoving cake in their faces but it was only making the situation more stressful. Applejack was trying to give out treats and try saying comforting things to the ponies but no one listened.

"THIS IS THE PEGASUS' FAULT! IF THEY COULD FLY THEY COULD GET RID OF THIS DAMN STORM!" A dark blue Earth pony yelled out. The grey Pegasus that was with Rainbow all night got in his face and shoved him and within seconds all Tartarus broke loose. Ponies were fighting all over, The Griffon and DJ had to flee the music booth as ponies were throwing each other around. Risking hitting their equipment.

Aeolus could no longer stand all the noise… his head started to hurt as he summoned as much volume as he could, he yelled very loudly over everypony else. "QUIET!" His voice boomed throughout the home, the windows reverberated and all noise from everypony ceased. They all looked up at him in surprise… looking very frightened. Aeolus began to regret his yelling. Fluttershy and Rarity looked terrified. Only making him feel worse.

"Listen to me. I have only been here from one day and I have learned so much from so many of you. I've learned to extend a helping hoof to a pony in need, I've learned that during any situation you can find something to laugh about." As Aeolus spoke more and more ponies turned to face him, some were smiling.

"No matter the situation. There is a bright side, and if you can find and exploit it you can turn that bad situation into a good one!" He looked at a couple unicorns whose horns were still lit and chuckled to himself.

"You know what would be funny? Having little 'Sword' fights with your glowing horns." A couple of Unicorns looked up at their glowing horns… then looked at each other with devilish grins. One was wearing a cloak, and raised the hood over his head, making himself look mysterious. A few started having their "sword fight" as they swung their heads there was a trail of light, giving off a pretty impressive show. Some ponies laughed, others cheered softly.

_Do you feel that Aeolus? Keep doing what you're doing._

For once he agreed with himself. He was feeling odd. But he kept going.

"How about some scary stories? One where at the last second the bad guy (his voice raised to the volume it had before) YELLS SOMETHING SCARY AT THE END." Everypony jumped at his sudden outburst, but many of them laughed at each other.

"You know you were scared!" one said to another.

"No way, you're way more scared!" they replied.

"Look everypony. There is a crises on our hooves. Instead of blaming the Pegasi for things going wrong. Comfort them! Make them _smile_" at that last word Aeolus felt a tug in his heart.

_Aeolus. Its time. _

Aeolus was starting to get dizzy. The ponies throughout the library however were taking his advice and ran around the library. Having horn sword fights or telling stories. The white Pegasi stood up tall and yelled "YEAAAAAH!" scaring the life out of at least half the party, there was a roar of laughter. Aeolus had black dots in his vision. He began to glow softly. The outline of his body had a hue of blue. Behind Twilight near her bed there was a bright blue light slowly intensifying. Twilight turned and gasped. Inside the glass encasing where she kept the elements of harmony, Pinkie's Element of Laughter was glowing. The others saw the light and quickly rushed up the stairs. The light coming from both Aeolus and the element was nearing levels of blinding. The ponies around the party looked up towards the stairs. Seeing Aeolus glow made them all quiet down and watch in awe.

"OOOOOOOOOOOOOOOO I THINK ITS WORKING!" Pinkie could barely hold her excitement, she grabbed Fluttershy and squeezed her. Her eyes bulged as pinkie slowly cut off her air supply.

Wind began to pick up in the library blowing books off their shelves, and napkins and other papers into the air, it all swirled around Aeolus, his eyes opened, and they were shining with a bright gold light.

"Hold on everypony, here we go!" Applejack yelled over the wind, holding her hat on her head with one hoof. The light now so bright everypony had to look away. And then it was gone. The wind dissipated. Aeolus was in the same spot he was before but he was unconscious. Only for a moment, he quickly woke up and started trying to stand. The Element bearers ran to him immediately, Twilight used her magic to help him to his hooves. He shook his head and smiled at them all. "Well… one down… five more to go." He said before passing out again. Rainbow caught him on her back as he fell.

_Come Aeolus. I have much to show you._

"What is with this pony and passing out all the time?" She said to the others. Fluttershy placed a hoof on his head to feel see his temperature, but noticed something different about the stallion. Her voice got some excitement to it.

"G- Girls? Look he has a cutie mark now!" She stammered to them. They all looked and sure enough, on his flank was a lone white cloud.


	5. The Silent Night

**Author's note: **I have yet to do an Author's note and I am sorry for that! I upload more updates and information to Fimfiction then I do here... if you want to follow me on there go to the fimfiction website and search for "The Spirits of Equestria" My username on the website is Tidal. I wanna thank everypony who has liked, followed, and commented on my story. It means a lot! I hope you guys enjoy this chapter. The next one is gonna be good. Make sure if you haven't done so already you read the history book I uploaded alongside this story. Its also on my page and will reveal important information used later!

-Tidal

Aeolus had no idea where he was. He looked to be way up in the sky, Higher than he had been in a long time, the place had a certain resemblance to him. He woke up on his back, rolling over onto his hooves he stood up and looked around. "Hello?" he called out, hearing no response he started to take in this wondrous place, even though there wasn't much to look at. The voice he called out for finally responded.

"Hello Aeolus."

Aeolus turned around quickly, standing before him… was himself.

"You."

The two Aeolus stood mere feet apart. One was a Pegasus, with golden tipped wings, eyes heavy with thousands of years of living… the Aeolus of the past. One was without wings, looking newer, younger. Without the burden of remembering the many pains, and regrets that come with being immortal.

The Pegasus approached Aeolus slowly, and smacked him upside the head with a wing. The golden tips gave Aeolus a small shock.

"Ow! What was that for?!"

"That, was for completely ignoring the company of two Pegasi mares. Idiot. Now follow me. You did well unlocking the Element of Laughter, it revealed some of the memories Typhoon took from us."

The empty space around them both melted away, revealing a grassy hill. The grass was long, and it swayed in the cold breeze of the night. The moon was full, and eerie big in the night sky.

"I remember this now, this is the night I lost her." The Pegasus' head hung low. He sat in the soft grass, tears falling down his face. "How could I have forgotten her?"

Aeolus was about to ask who he was talking about, but he was interrupted by a loud noise in the distance. He turned and saw high above him a Kingdom he recognized. Canterlot. A Pegasus shot out of the highest tower. Faster than Aeolus thought could be possible. The Pegasus then began flying upward towards the moon. A visible cone of air appeared around him as he flew. Moments later the cone broke and in a flash of gold lightning the Pegasus disappeared.

"That… that was me wasn't it?" Aeolus asked. His past self-looked at him in disgust.

"No. That was me. YOU are nothing like me. The fate I have suffered is not fair. You will live, and I, the real Aeolus will die."

"What are you talking about?" Aeolus asked quietly, hurt by the words spoken by the Pegasus.

"Typhoon destroyed our memories, and stripped us of our powers. I am only a small fragment of what was left of the original. When you learn all of the Elements you will gain all of your memories back, and there will be no more space for me. I will die. You will live."

Aeolus was shocked… It took him a second to realize what the Pegasus was saying. Every time he learned an Element of harmony they would remember part of their past. For him it would be a joy viewing these memories again, but for the Pegasus? It'll only remind him that his time is almost up. There was a flash around them, and they reappeared in the beautiful star filled place they stood before.

The whole place was basically space. He was standing on nothing, the ground felt solid but when Aeolus looked down he saw nothing but empty space. All around him colors swirled together, between purple, black, white, blue, and other beautiful colors, stars shined brightly, twinkling in the moon light. Aeolus felt like this place was so familiar.

The Pegasus seemed to read his mind as he spoke. "We have been here before. A few times. It is called The Celestial Plane. It was once a Spirit prison, but now it belongs to Celestia and she uses it to tap into the memories of anypony she wishes. It's kinda creepy to be honest."

Aeolus was starting to see images all around him, he saw himself flying alongside various Pegasi. He saw himself expertly navigating the weather and enjoy the company of many different mares. Then out of the corner of his eye he saw a purple flickering light.

"I…I don't not remember this…" The Pegasus stammered. Aeolus turned to look at him but he was gone. Not a trace of his past self-remained.

"Aeolus? Where are you?!" He called out to himself, but the only response he got was a brighter flickering of purple light. He slowly started walking towards it, slowing his breathing down to avoid making even the slightest of noises.

All of a sudden there was a brighter purple spark not too far in front of him. It was unmistakably Unicorn magic.

"Twilight? Twilight is that you?" Aeolus asked as he got closer. He raised his hoof in front of his face and couldn't see it at all. He opened his eyes wider but it didn't help. There was a groan to his left that made Aeolus jump. "Hello?" he whispered. A voice in the dark responded, but not to Aeolus.

"Its ok Terra, I'm sure we'll find a way out soon." The voice of a stallion came from the darkness in front of Aeolus, there was a small purple light slowly intensifying in front of him. When it was fully lit Aeolus could see 3 ponies in very odd looking cages. There was a green and brown Earth pony, she had dark brown swirls around her eyes, and a dark brown mane. She was suspended slightly in the air, floating inside of a pink bubble. The purple light emitted from the horn of a people unicorn, his coat was peppered with small shining dots all over… his mane was a mix of bright blues and purples. He had chains holding each leg down, and around his horn was a cone. He tried to look down at his leg to shoot the chain off, but the cone prevented him to look all the way down.

There was a dark blue pony with a spikey mane, which changed colors between greens and blues. He sat panting in a massive snow globe, but instead of snow, there was nothing but sand. The glass had a small sun painted on it, it seemed to radiate heat inside the dome.

"Come on Tidal, you're tough, Hang in there. Any second now Aeolus is gonna find his way here, shoot some girly lightning and free us!" The unicorn said with confidence, but his face was absent of any such confidence… the light from his horn slowly dimmed, before going out entirely.

Aeolus frowned and reached his hoof out to touch the chains holding down the Unicorn, but his hoof passed right through it. "I'm right here, but who are you guys? How do you know who I am?" But the ponies couldn't hear him, they only sat sadly in their special prisons, waiting for help that might not come.

Then a bright yellow light shined in the air above them all, changing the colors of the space around them to bright blues and whites. A familiar voice called out to them from the light as it descended from above.

"Hex, Terra, Tidal. We have come here to release you from these prisons Discord put you in." the ball of light opened up and the Alicorn princesses emerged. Celestia landed first, then Luna shortly after. At the sight of the princess of the night Aeolus' heart skipped a beat. Though he didn't understand why.

He stepped aside as the princesses approached the caged ponies. Their horns began to glow, and when they touched the tips together the three prisons broke open, and the ponies were freed. They stretched their legs out and pranced around. The purple pony laughed aloud and started an impressive magical fireworks show in the sky. "Wooohooo! Thank you so much!" He turned and looked at them… and then gasped. "No way… Sol? Nocturnal? It can't be…" He started to back away, the green pony stepped forward. "Who are you? And how did you find us?" She asked, her tone was rude and angry rather than grateful.

"I am Celestia, and this is my sister Luna. We were giving the Elements of Harmony, and used their power to turn Discord to stone and end his rule over Equestria." Celestia said to them. She looked around and questioned where they all were as well. "I do not know where we are however. After stopping Discord I knew our next job was to save you, so the elements brought us here. But one is missing. Where is Aeolus, ruler of the winds? " Luna looked around curiously, until she saw Aeolus. She looked directly at him and glared, he could hear her voice inside his head. "Not yet" she said. Her eyes flashed white quickly, causing Aeolus to shut his eyes from the brightness.

_I think he's waking up._ A voice spoke.

_I'm so nervicited! _Spoke another.

_Hush Pinkie Pie!_

Aeolus tried to open his eyes, but the bright light of the room wouldn't allow it. The voices he heard sounded muffled but he could definitely recognize the loud chirping of Pinkie Pie. He slowly forced his eyes open and squinted to allow his eyes time to adjust to the light. Once he fully opened them and his eyes started to focus he looked around to try and figure out where he was. He was lying in a rather uncomfortable bed, there was a huge white sheet dangling from the ceiling to the left and to his right were some hideous green curtains hanging from the sides of a window.

The only ponies in the room were Pinkie Pie, Rarity, and Twilight Sparkle. Twilight was the first to realize he woke up. She stood over to the side of his bed and spoke softly to him. "Thank Celestia you're awake, how are you feeling?"

Aeolus' voice came out kinda raspy at first, he let out a cough clearing his throat. His body was waking up. "Ok, a bit thirsty and tired… where am I? What happened?" he asked her. He was about to sit up when Pinkie launched herself in the air, hoofs spread out wide preparing for a massive embrace. Aeolus shut his eyes and cringed, teeth grinding as he prepared for her impact. She was about to land on Aeolus when she froze in midair surrounded by a purple aura.

"Pinkie! Aeolus just woke up you can't just jump on him" Twilight scolded. Pinkie's face was frozen with a big smile but she muttered through the spell with a "sorry." Twilight gently put her down next to Aeolus' bed. She gave him a soft hug and backed away giggling. Rarity walked up and spoke to him.

"Thank goodness dear, we were so worried about you, you've been asleep for so long" she said to him. Aeolus stood up from the bed and stretched his legs, pulled off the green shirt he wore and then responded to Rarity.

"How long was I out for? The party was last night wasn't it?" he asked them. All three of the ponies frowned to each other, Pinkie was the first to answer his question.

"Well actually Aeoly, it's been about a week since the party. You've been sleeping for a while" she said to him. Aeolus' jaw dropped.

"A week? No it can't be… I swear I just passed out." He looked outside and saw it was a bright and sunny day, young fillies ran about and played, and other adult mares and stallions were walking around and talking. It seemed like a normal ordinary day. Aeolus was relieved. Typhoon wasn't in control of weather during the day yet.

Twilight continued where Pinkie left off. "How are you feeling? After you blacked out we brought you to the local hospital here in Ponyville. I had to practically beg for them to not perform tests on you, I was afraid they might discover something different about you and well… that could be disastrous. But now that you're awake we should get you out of here. Give me a second I'll be right back."

Twilight went to retrieve the doctor so he could discharge Aeolus from the hospital, Pinkie went with her bouncing out the room gleefully. Rarity approached him and put a hoof on his head checking his temperature.

"Well you seem to be feeling much better darling. When you passed out we got really nervous, the others have visited very frequently. Well not as much as me, Pinkie, and Twilight but very near as much. And I am quite excited that I'm the first point out you're no longer a blank flank." She winked, and a pointed a hoof at his flank. Aeolus looked back and saw his cutie mark, at first really excited, then frowning after a moment.

"It's… it's not complete. This is just a cloud. I know there's more to it" He responded sadly. However his memory of his past was a little less fuzzy. He didn't feel much more powerful so to speak but he did feel a little more complete.

_Yes. As you slowly are completed once more, I slowly will fade away._

Aeolus had expected to hear the voice soon… Thinking about the dying Aeolus only made him feel worse.

Twilight came in with Nurse Redheart and Pinkie, as they trotted into the room, Rarity trotted out. "I… I'll be back… I have something I have to check on."

The nurse did one final check on Aeolus before giving him permission to leave. Aeolus and the others left the room he layed in and sat in the waiting room, waiting for Rarity.

"Where is Rarity?" Aeolus asked impatiently, he felt confined in the building and wanted to leave.

"Maybe she's in the little mare's room?" Pinkie walked to a small fish tank and pushed her face against the glass. "HI FISHIES!"

"I'm sure Rarity will be here any second now."

Perfectly on cue, Rarity trotted out into the waiting room.

"Sorry… I had something I had to take care of." Her voice sounded like she had been… crying?

"Alright let's go into town, Aeolus needs some fresh air." Twilight opened the door with her magic, and allowed the others to leave.

The four ponies started to walk into the middle of town. Nothing seemed much different to Aeolus. Fillies ran about and played, other ponies were inside the various buildings or shops, living their lives like there wasn't a care in the world.

Twilight and Pinkie were talking excitedly about some play Improv was gonna be in soon, but Rarity didn't seem to be listening to their conversation. She looked at the ground as they walked and said nothing. Aeolus was looking at her and debated on saying something, but before he could Twilight nudged him.

"Hey Aeolus are you listening? The Running of the Leaves is in a few months. Maybe you should join us in it! I think it'll be fun. I run it every year with Applejack and Rainbow Dash." Twilight explained.

"What's the Running of the Leaves?" Aeolus asked

"Well it's only a huge tradition in Ponyville silly! Ponies race through all the forests local to Ponyville, the amount of ponies running added with speed helps the leaves fall. I used to run it too but the one year I ran so far ahead and so fast that I kinda knocked all the leaves down on my own, which made it less fun for the others. So now I just announce the action from Twilight's old hot air balloon with Improv!" Pinkie beamed at Aeolus. But then her smile faded, replaced by a terrible frown. "Only this year… I don't know if he'll be able to announce it with me…"

Rarity looked up quickly, face full of seriousness. "Pinkie, is everything alright with Improv?"

Pinkie had a small amount of sweat glistening on her forehead. "Of course… Improv is just fine! Um… In fact I gotta go to his house now and pick up Gummy! I'll… See you ponies later!" She gave them all a hug and trotted away, not keeping up with her pattern of usually bouncing wherever she went.

"Hmm. It's very unlike Pinkie Pie to lie like this." Rarity said to Twilight, who nodded in agreement.

"How do you know she is lying? She said she's got to pick up some sort of gummy from Improv's"

Both Rarity and Twilight laughed. "Gummy is the name of her pet Alligator."

"What's an Alligator?"

"Oh… never mind!" Rarity laughed again, not bothering to explain it all to Aeolus.

"Hey ponies, let's get something to eat I'm pretty hungry!" Twilight said, stomach growling loudly.

They all were hungry so at the mentioned of food Aeolus and Rarity agreed quickly. They stopped by a small restaurant close to Twilight's home. There wasn't much of a wait, but since Twilight was a princess, she and her friends were "priority customers" and were seated almost immediately. Aeolus looked at the menu provided to him and was shocked at all the options

_Mmmmm. All of this food sounds delicious_.

! He looked through foods, consisting of things like hay fries, apple pies, toast and pears and other good sounding foods. His mouth began to water reading the descriptions for each item, and he eventually decided to go with some apples and a cupcake. They took his menu, and after Rarity and Twilight ordered took theirs as well.

Their food arrived shortly and they ate without much conversation. Aeolus looked around the town while he sat and enjoyed his food, he saw so much laughter and happiness all over. Ponies happy and talking and playing, there was even some music playing from a record player near the town hall fountain with ponies dancing near it. He could no longer help holding back asking, so he just did it.

"Twilight why are all these ponies so happy? Pegasi still cannot fly, and it storms every night. Are they not aware of the danger that's around them?" he asked.

"We need to keep everypony oblivious to Typhoon's return, remember what Celestia said? If there is panic he will grow stronger. And as far as the Pegasi go they are trying to just enjoy their days and they pray that Celestia and Luna will cure them. For now that is good enough. I know you want to help and Celestia told us to do whatever we can to teach you the elements… but sometimes cramming can be bad, trust me. We'll wait a little before trying to teach you another element. You only just got out of the hospital" She replied.

Aeolus understood. There was a time for work and a time to relax. Today was such a beautiful day he didn't mind letting his mind wander away from his duties and Typhoon and try to enjoy himself for once.

They finished up their meals and left. Twilight left a few bits even though the waiter insisted the meal was free on the account of her royal status. As they began to walk to the busy district of Ponyville Twilight and Rarity mentioned they both had various errands to run. Aeolus decided to tag along since he had nowhere else to go.

They went to different stores and while the girls bought what they needed Aeolus shopped around and talked to some of Ponyville's citizens. All the ponies Aeolus saw simply greeted him and moved on to continue about their own business, except for one, a purple earth pony, with a pink and white striped mane. He noticed her cutie mark consisted of three smiling flowers. When he said hello to her, she actually stopped and put her bags down interested in a quick chat.

"Hi there, I don't think I've met you before? My name is Cheerilee what's your name?" She smiled and looked at him sweetly.

"My name is Aeolus, I'm not from around here, and I'm pretty new to Ponyville." He replied, her eyes widened and she reached a hoof out and touched his shoulder.

"Oh I've knew I'd seen you somewhere before! You were the pony at the party last week!" She blushed slightly at him.

"I meant to come talk to you, I wanted to apologize to you for losing your memory… I thought maybe we could've danced for a bit and had some fun! But you disappeared." She explained.

"Oh that's ok, I'm sure I can find a time to share a dance with you, Cheerilee." He smiled at her.

_Don't do, oh never mind. The smile is always what sucks mares in._

Cheerilee giggled slightly, she found Aeolus incredibly attractive. "Oh my… thank you Aeolus!" A bell tolled in the distance and Cheerilee jumped at the sound of it, quickly coming to her senses.

"Oh no! I have to go Aeolus, I'm the teacher up at the school house. You should come up one day and visit me and my students!" She picked up her bags and started to gallop off "Bye!"

_I bet you'll pass any class she teaches… pass with flying colors._

"Would you shut up? I have no interest in sleeping with a bunch of mares!" Aeolus yelled that last part a little too loud, and the couple of ponies nearby gave him weird looks as they slowly trotted off. Twilight and Rarity came out of the store called barnyard bargains and realized the nearly empty street.

"Where did everypony go?" Twilight asked.

"Did you do something um… Spirity Aeolus?" Rarity looked at him puzzled.

"No… it's nothing. What are you guys doing next?" He wanted to change the subject quickly before the voice of his past suggested he slept with one of his two friends.

"Twilight! We simply must go see that new store that opened a few blocks away! JC Ponies!" They both laughed merrily and galloped down the street. Aeolus simply smiled and sighed, following them slowly.

Hours and hours of shopping thankfully dwindled down to nothing. Twilight had to make one last stop by town hall to see the mayor, as she performed her royal duties Aeolus and Rarity waited outside.

The day was slowly coming to a close. Aeolus turned his head towards Canterlot and used his powerful vision to search for the Princesses of the Sun slowly make daytime come to its end, but he couldn't spot Celestia anywhere.

"Aeolus… what are you doing?" Rarity asked him curiously. He blinked hard a few times so his vision would return to normal.

"Oh sorry, it's this power I have, I can see things extremely far away. Like from here I can see Canterlot clearly… I kinda wanted to see Celestia lower the sun."

"Wow! That's very impressive, what other powers do you have?" She asked quite curiously.

"I'm not all too sure right now. I remember flying and being able to shoot lightning out of my wings. But that's it for now. As I learn more elements I'll get more memories and powers back." As Aeolus responded to her he noticed Rarity staring at the clock tower in the distance, she squinted hard trying to see the time.

"Rarity I just told you I have the power to see things at great distances and you're hurting yourself trying to see the time! Let me look… It's Seven forty five right now."

"What?! I'm sorry Aeolus I have to leave. Tell Twilight I'm terribly sorry!" and without further explaining herself, she bolted down the street, turned a corner and disappeared.

After a good half hour Twilight finally emerged from the double doors of town hall.

"Finally! Sorry Aeolus I didn't realize it would take so long." She smiled at him, then looked around for Rarity. "Hey where did Rarity go?" she asked him.

Aeolus explained her oddly leaving, expression concern for the Unicorn.

"Don't worry I'm sure she's fine. The life of a fashion designer can be a stressful one." With a slight smile. But then her toned changed "Rarity wouldn't lie to us. But I have a feeling something odd is happening around Ponyville."

"Why do you say that Twilight? I haven't noticed anything too weird."

Her voiced went barely over a whisper. "How many Unicorns did you see today?"

Aeolus thought back, he remembered seeing a Unicorn or two… but mostly Earth ponies and Pegasi.

"Twilight what are you suggesting? What is wrong with Unicorns?"

"I don't know Aeolus, don't worry about it though, I'm sure I'm just worrying myself for no reason as always…" She changed the subject quickly.

"Hey Aeolus, since we never officially got you a place to stay, and I have an extra bed, why don't you stay with me and Spike at the library?" she had a big smile on her face and flapped her wings in place.

Aeolus smiled back and replied "Thank you Twilight, I'd be glad to." But he didn't let the thought about missing Unicorns leave his mind. He was gonna find out what was going on from Twilight.

As the sun hid behind the mountains in the west, and the moon rose from the east they walked to Twilight's house. The sky was exceptionally clear tonight. Not a cloud in sight.

"I can't believe it. No storm tonight?" Aeolus said to Twilight.

"Maybe Luna had enough power to stop him for the night… or maybe he just didn't feel like making a storm! It's so beautiful I haven't seen a night like this in weeks. A silent night." she responded.

As they approached the library, Twilight opened the door and the first thing they saw was Spike asleep on the stairs, duster in hand. Twilight stifled back a laugh before gently lifting him up with magic.

"Awh poor Spike, can't you ever fall asleep in your bed?" she lectured the sleeping dragon, then proceeding to take him upstairs. When she was gone Aeolus looked around some of the bookshelves to see if there was anything else interesting to read. There was a quick shadow that flew above him, he jumped and quickly turned around seeing nothing. As he looked back to the bookcase there was a tapping sound over by Twilight's desk, then another sound of flapping wings. Aeolus turned again and saw Twilight coming down the stairs.

"Aeolus are you ok? You look like you've seen a ghost!" she asked him.

"I swear there must be someone else here! I keep hearing noises and the sound of flapping wings!" he responded, keeping his eyes fixed all around him.

Twilight giggled before looking towards her desk.

"Owlowiscious, come out here and stop scaring ponies." She called out towards the dark corner, there was a "whoooo" and a small creature flew from the darkness and landed on Twilight's back.

"What is that thing?" Aeolus asked.

_It looks like a demon straight from Tartarus. You must destroy it before it destroys you!_

"This is my pet Owlowiscious, he's an owl. I usually stay up late studying or reading and Spike falls asleep so early so Owlowiscious helps me with anything I might need during the night, since he's nocturnal." She explained, rubbing her nose against her pet owl's wing.

"But tonight you get the night off, I'm going to bed early."

_Do not believe the lies Aeolus. Watch out for that thing. Its beady little eyes want your soul._

The owl hooted and then flew back to the desk, Twilight looked at Aeolus but before she could speak Aeolus went first.

"Twilight I've been meaning to ask you. At the party before the power went out you told me you read something in a book and needed to talk to me about it. What was it?" He had been meaning to confront her with this and felt this time was as good as any.

She frowned for a moment, then gave him a small smile. "It's nothing important Aeolus, I took care of it don't worry about it." She paused for a moment looking out the window towards the moon. She then continued. "I set up the extra bed right across from mine, just come on up whenever you're ready. I made a list of the elements you have left and the order of which you should learn them, along with some tactics on how we should practice for you to learn each one! Tomorrow we'll go over it together!" she exclaimed. She wished him a goodnight and then disappeared up the stairs.

Aeolus stood alone in the middle of the library for a bit. He glanced outside and saw the moon shining in the sky, stars twinkled all around it. He decided, even though Celestia warned for him not to, to walk around the town. He opened the door, exited the library, and started walking around Ponyville alone. There were no other ponies out that night, he thought it was nice that he had the entire town to himself.

Ponyville had a beautiful blue glow to it, the moon was full and shone over the town with a magical radiance. Aeolus wanted to get a bit of a better view, he looked around and spotted exactly what he was looking for. The nearest closed shop had a couple of stacks of boxes beside it, he climbed up the boxes and got up to the roof and laid down. He looked around the town and saw the rays of the moon clearly shining over each building. He smiled and closed his eyes, enjoying the peace and quiet of Ponyville. This silent night. There was a small flash of light and then the sound of some ruffling. Aeolus kept his eyes closed but smiled.

"You know one day you're really gonna scare a pony doing that." He said aloud.

"Well you were not frightened, besides I do not normally visit ponies during my night unless they are having a bad dream." Princess Luna responded.

Aeolus turned his head and looked at her, she layed close to him, her hair flowing, there were sparkles throughout it that twinkled as they moved. The moonlight seemed to be attracted to her, and she looked beautiful. Aeolus found himself staring, he blushed and looked away. Butterflies in his stomach danced about.

"So princess, what are you doing in Ponyville tonight? Did you wish to talk to me?" She raised an eyebrow.

"You have suspected my actions correctly. Yet incorrectly. Because Typhoon did not blacken my night sky with his hideous storms I thought maybe I could pay you a visit... both of you..." she said.

_Me?_

"Yes. You Aeolus."

_How can you… Luna… do you know the truth?_

"I do, I have come to say goodbye to you Aeolus. I realize now you are lost, this new Aeolus will take your place. Perhaps this is better. I feel he will not make the same mistakes you have made in your past."

_I do too Princess. I do too. I am sorry._ The voice of Aeolus' past then silenced, not making himself heard for the rest of the night.

Aeolus looked over at her once again and got lost in her blue eyes. He felt embarrassed but didn't look away this time. "How did you know?" he questioned.

"Because whether or not you are the Aeolus I've always known, or a new and pure Aeolus. You are a spirit. Being a spirit myself I can sense when there is something wrong with powerful beings like me. I feel you are troubled. Tell me what is wrong."

He frowned and told her his concerns. "I don't know Luna. I know Typhoon didn't make it rain tonight, but if I don't learn these elements soon he will find me and Ponyville. And kill everyone. I don't know which element to learn next and all the Bearers… my friends, are so busy right now. Twilight said she had a list" Luna rolled her eyes at that. "But with Applejack running her farm, Fluttershy tending to her animals, Rarity making her dresses-" Luna cut him off

"Rarity hasn't made a dress in months." She responded confused. Aeolus looked at her raising an eyebrow. Her eyes widened. "The Unicorns. There weren't many of them that appeared in town today am I correct?" Aeolus nodded.

"Perhaps tomorrow you should go have a conversation with Rarity. Lately her dreams have not been pleasant, I've had to help her sleep for quite some time. And if she has kept her secret from you and her friends… well she might need your help Aeolus. She is not the only Unicorn these nights of late that call out to me in their sleep." She continued.

Aeolus pondered on the idea, and decided that paying a visit to rarity alone tomorrow would be a great way to begin his journey towards generosity, as well as helping a friend.

"Thank you Luna, I appreciate your help" He thanked her with a small grin. She stood up and stretched her wings, even though she couldn't fly.

"Of course Aeolus, it's the least I can do. I hope to speak with you again… soon… there is something… No. Never mind. I will talk with you again soon Aeolus." She turned and faced her castle. "I should head back to Canterlot, there are some things I must attend to since it seems like I will not be dealing with Typhoon tonight." She began to walk towards the far end of the roof. Aeolus called out to her. She turned when she heard her name.

"Luna wait, I have to say, tonight is such a beautiful night. I love it... it's so quiet." He flashed her a smile, then looked back up at the moon. Luna turned away. Tears began to form and flow down her cheeks. She teleported away, but only to the nearby roof of another building, she hid in the shadows and watched the pony of the wind for a moment. He looked at the moon and stars for a little longer before yawning loudly, climbing down from the roof and heading back towards Twilight's treehouse. Luna cried silently, she started to think back, to a thousand years ago, when only a handful of ponies appreciated her night. Aeolus was one of them.

_This silent night._

"You once loved me too… but now you have forgotten." She reached a hoof up to her breastplate. Imprinted on it was a picture of her Cutie Mark, but behind the symbol a secret was hidden. When she touched the crescent moon a small compartment popped open, using her magic she lifted a ring out. Along the edge of the ring there was an engraving.

_I will always be the wind that guides you. Love Aeolus._

"I must now forget too." In a flash of black magic, Luna appeared on her bedroom balcony, Still holding the ring with her magic. She lowered the ring right in front of her eyes and re-read the engraving. More tears formed in her eyes.

_Will it be the same as before?_

She walked to the edge of the balcony. Her perch overlooking all of Equestria. She floated the ring over and debated letting it go. Letting _him_ go.

_Must my nights forever be silent? Forever be alone?_

The ring shouldn't have had any weight to it when encased with her magic... but at this certain moment. It was as heavy to her as her heart was.

_You still love him?_ There was a distant laughter in her mind... A laugh Luna hoped she would never hear again. The one thing that gave her nightmare.

She fell to her knees and cried. Her magic losing its grip on the ring, it slowly began to fall. She quickly remembered a thousand silent nights. A thousand nights where she battled with her inner evils. An evil that can never be destroyed. There was a voice in her head as well, A voice that did not belong to Luna.

_How long can you keep me away child. How long did you beg for Aeolus to save you. For how long did he disappoint you?_

Nightmare Moon will never stop haunting Luna.

She quickly lurched up and leaned over the balcony and caught the ring in an aura of blue.

"I will not let him go. I will make him remember. Together we will destroy you."

_When he betrays your love again Luna. I will destroy you both, I will hear you both, and everypony you care about scream. After they are all dead. Then. The night will be silent._


End file.
